Policies

1. Introduction:
The Securities Exchange Board of India vide its Notification No. SEBI/LAD-NRO/GN/2016-17/008 dated July 08, 2016, inserted Regulation 43A in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandating the formulation of a Dividend Distribution Policy for the top 500 listed entities based on their market capitalisation calculated on March 31 of every financial year. The Board of Directors of the Company has adopted this Dividend Distribution Policy to comply with the said requirements. The Policy shall come into force for accounting periods beginning from April 01, 2016.

2. Objective:
The Policy sets forth the broad principles that would guide the Board in matters concerning declaration and distribution of dividend with a view to impart transparency in the decision making process and ultimately assist stakeholders in making informed investment decisions. The Policy reflects the intent of the Company to reward its shareholders by sharing a portion of its profits after retaining sufficient funds for growth of the Company thus maximizing shareholders’ value.

3. Philosophy:
The Company is deeply committed to driving superior value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium term and longer term value creation. Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy ensuring the immediate as well as long term needs of the business.

4. Definitions:
i) “Act” shall mean the Companies Act, 2013 including the Rules made thereunder, as amended from time to time.
ii) “Applicable Laws” shall mean the Companies Act, 2013 and Rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; as amended from time to time and such other act, rules or regulations which provides for the distribution of Dividend.
iii) “Company” shall mean S H Kelkar and Company Limited.
iv) “Dividend” shall mean Dividend as defined under Companies Act, 2013.
v) “Policy” shall mean this Dividend Distribution Policy.
vi) “SEBI Regulations” shall mean the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the circulars issued thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

5. Interim and Final Dividend:
Pursuant to the provisions of Applicable Laws and the Policy, the Board may declare Interim Dividend during the year which will be confirmed by the shareholders. Final Dividend, if any, recommended by the Board, will be subject to shareholders’ approval at the ensuing Annual General Meeting of the Company.

6. Parameters and Factors for declaration of Dividend:
While determining the nature and quantum of the dividend payout, the Board shall consider the following parameters and factors:

i) Financial Parameters:
a) Net operating profit after tax
b) Operating cash flow
c) Outstanding borrowings
d) Debt to equity ratio
e) Cost of borrowings

ii) Internal Factors:
a) Working capital requirements
b) Capital expenditure requirement
c) Business expansion and growth
d) Acquisitions including any strategic acquisitions
e) Additional investment in subsidiaries and associates of the company
f) Likelihood of crystalization of contingent liabilities, if any
g) Up-gradation of technology and physical infrastructure
h) Restrictive covenants under financing arrangements with lenders

iii) External Factors:
a) General state of the economy in the country and worldwide
b) Social/geo-political factors/risks
c) Prevailing legal requirements and regulatory conditions, including tax regulations
d) Industry Trend
e) Dividend pay-out ratio of competitors

7. Circumstances under which the shareholders may not expect Dividend:
The shareholders of the Company may not expect Dividend under the following circumstances:
i) Whenever it undertakes or proposes to undertake a significant expansion project requiring higher allocation of capital;
ii) Whenever it undertakes any acquisitions or joint ventures requiring significant allocation of capital;
iii) Whenever there are significantly higher working capital requirements adversely impacting free cash flow;
iv) Whenever it proposes to utilise surplus cash for buy-back of securities; or
v) In the event of inadequacy of profits or whenever the Company has incurred losses.

8. Utilization of retained earnings:
The retained earnings shall be utilized for business purposes of the Company and to increase the value of the shareholders in the long run. The decision of utilization of the retained earnings of the Company shall be based on its market expansion plan, product expansion plan, increase in production capacity, diversification of business, long term strategic plan, dividend payment and such other criteria as the Board may deem fit from time to time.

9. Parameters adopted with regard to various classes of shares:
Since the issued and paid-up share capital of the Company comprises only equity shares at present, all the members of the Company are entitled to receive the same amount of dividend per share. The Policy shall be revisited and suitably amended at the time of issue of any new class of shares depending upon the nature and guidelines thereof.

10. Disclosures:
The Company shall make appropriate disclosures as required under the Act and SEBI Regulations.

11. General:
This Policy would be subject to revision/amendment in accordance with the guidelines as may be issued by Ministry of Corporate Affairs, Securities Exchange Board of India or such other regulatory authority as may be authorized, from time to time, on the subject matter. The Company reserves its right to alter, modify, add, delete or amend any of the provisions of this Policy. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under the Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

12. Disclaimer:
The Policy does not solicit investments in the Company’s securities nor it is an assurance of guaranteed returns (in any form), for investments in the Company’s equity shares.

About Anti-Corruption Compliance Policy
Keva is committed to conducting all aspects of its business in keeping with the highest legal and ethical standards and expects all employees and other persons acting on its behalf to uphold this commitment. In accordance with this commitment, Keva has adopted this Anti-Corruption Compliance Policy. The Policy has been created to assist each of us in our efforts to maintain and enhance Keva's reputation and standing in the business world.

Why Has This Policy Been Designed?
Keva shall not tolerate bribery, kickbacks, or corruption of any kind, directly or through third parties, whether or not explicitly prohibited by this Policy or by law. Employees are not permitted to give or offer anything of value (including gifts, hospitality, or entertainment) to anyone for the purpose of improperly obtaining or retaining a business advantage. Similarly, employees may not solicit or accept such improper payments.

This Policy has been designed to prevent bribery from occurring, avoid the appearance of wrongdoing and enable Keva to respond promptly and effectively to any inquiries about its conduct.

Applicability
The policy applies to directors, officers, employees at all levels in Keva as well as to the agents, representatives and other associated persons.

What Are Management's Responsibilities?

Senior management has the additional responsibility of serving as role models for the business principles of Keva by visibly demonstrating support and regularly encouraging managers' adherence to standards.

How Should You Handle Situations Not Specifically Covered in This policy?
The policy serves as a general guide to anti-corruption compliance and thus, cannot cover every situation.
You may find yourself faced with ethical issues that are difficult to resolve. Whenever you are faced with such a situation, ask yourself these questions:

Is it legal and ethical?
Is it in the normal course of Keva's business?
Is it consistent with Keva's policy?
Can I explain it to my family and friends?
Would I be comfortable if it appeared in a newspaper?

If uncertainty remains about the ethics or legality of an issue, seek additional guidance before proceeding. For questions not specifically addressed here, please speak with your manager or the Compliance Officer. Never hesitate to ask questions, raise concerns, or seek the guidance you need.

Reporting Concerns

Employees are responsible for promptly raising concerns about any possible misconduct in terms of this policy. This includes the potential misconduct of fellow employees, consultants and contract or temporary workers. Ideally, you should raise concerns before problems develop. By stepping forward and raising concerns, you are fulfilling one of your responsibilities as an employee. You are also doing the right thing. You should report your concerns to the Compliance Officer.

Compliance Officer

Ms. Deepti Chandratre is the Compliance Officer of Keva. Her office is located at S H Kelkar and Company Limited, Lal Bahadur Shastri Marg, Mulund (West), Mumbai - 400080.
Her contact information is as follows:
Phone: 022 2167 7777( Extn :727 ) (during normal business hours, Indian Standard Time)
E-mail: deeptichandratre@shkelkar.com ; deeptichandratre@keva.thedesignhut.in

Confidentiality

Keva will endeavour to treat employee's communication about compliance concerns confidential even if the employee has identified it himself, but in a manner that is also consistent with the need to investigate, cooperate with the government, and comply with legal obligations, including discovery in litigation.

Disciplinary Action

Failure by any employee to comply with the policy will subject the employee—including supervisors who ignore or fail to detect misconduct or who have knowledge of the conduct and fail to correct it—to disciplinary action up to and including termination from employment. The policy shall be enforced regardless of the employee's position.

Non-Retaliation

Keva recognises that employees may be discouraged from reporting concerns if they believe that retaliation may result. Keva will take disciplinary action up to and including termination for anyone who threatens or engages in retaliation, retribution, or harassment of any other person who has reported or is considering reporting a concern in good faith. Reporting a concern will not provide immunity for misconduct engaged in by the individual making the report. However, prompt and forthright disclosure and cooperation will generally be considered a mitigating factor in determining any consequences to the employee. If any employee fails to report known or suspected violations, then the relevant Company Personnel may be subject to disciplinary action, up to and including termination.

Corrupt Practices and Bribery

Keva employees must ensure that all dealings with third parties, particularly governments and government personnel are carried out in compliance with all relevant laws and regulations and with the standards of integrity required for all Keva business.

Keva values integrity and transparency and has zero tolerance for corrupt activities of any kind, whether committed by Keva employees, officers, or third-parties acting for or on behalf of the Group.

WHAT IS EXPECTED OF YOU?

Employees and officers of the Group are responsible for upholding these values,conducting themselves in an ethical manner and where the legal framework allows,reporting any suspected instances of possible misconduct
Company Personnel must conduct their activities in full compliance with this Policy and any applicable anti-corruption laws, including the Prevention of Corruption Act, 1988 (the "PCA")
Employees should not make, offer, or authorise payments or inducements to political candidates, legislators, political parties or party officials, or to government officials or employees, whether local or national, in order to obtain or retain business or for any improper purpose. This prohibition also applies to Keva dealings with employees or agents of companies or organisations in the private sector
Payments may not be made to any third party in order to funnel all or some of the payment to anyone else as a bribe
If confronted with a request or demand for an improper payment or other violation of this Policy, the request or demand must be immediately rejected and reported to the Company's Compliance Officer. Similarly, if any employee or agent knows or believes that an improper payment has been or will be made, the employee or agent must also report such payment to the Company's Compliance Officer

Gifts

In general, the Company prohibits the provision of gifts. However, the polite and customary conduct of business may require that employees give modest gifts to counterparts as a token or courtesy (e.g., sweets during festivals).

WHAT IS EXPECTED OF YOU?

Employees may give gifts of nominal value (e.g., pens, mugs, calendars, sweets etc.) when such gifts are:

lawful and ethical
customary in a business relationship
infrequent
in support of Keva's business
provided as a token of esteem, courtesy or in return for hospitality
not cash or cash equivalent gifts (e.g., gift cards, store cards or gambling chips)
presented openly with complete transparency
properly recorded in the Company's books and records

Entertainment and Hospitality

Conducting business may involve occasional business-related entertainment. Entertainment and hospitality involving government officials and customers may be appropriate in certain circumstances.

WHAT IS EXPECTED OF YOU?

Entertainment shall be permitted when it is:

lawful and ethical
customary and reasonable in value
occasional
in support of Keva's business
related to the promotion of the Keva's products or services or to the execution or performance of its contract with a customer;
reasonable under the circumstances and not lavish or extravagant.

When possible, business entertainment payments should be made directly by Keva to the provider of the service, and should not be paid directly to a Government Official or other party as a reimbursement.

All business entertainment expenses, regardless of amount or attendees, should be properly documented in an expense report. Such expense report shall enumerate the attendees, including the name of each attendee and his or her title and place of employment, and provide a detailed business purpose for the entertainment.

In addition to traditional gifts, both hospitality and entertainment that are provided to business relationships where Keva professionals are not in attendance, and instances where Keva pays for travel related expenses for a Government Official, shall be considered gifts, and subject to the rules and requirements for gifts specified in this Policy.

When determining whether offering entertainment or gifts is appropriate, the employees should consider the following:

Why the entertainment or gift is being offered?
If providing the entertainment or gift would affect or appear to affect the judgment of the person to whom entertainment or gift is offered?
Whether any effort is being made to conceal the entertainment or gift

In case of any doubt about whether it is appropriate to offer entertainment or a gift, you must promptly disclose the situation to the concerned reporting manager or Compliance Officer and seek appropriate guidance before taking action.

Travel and Lodging

Reasonable and bona fide travel expenditures paid on behalf of government officials or customers may be permissible in certain circumstances. Permissible payments may cover the costs of travel for an official or customer to visit Keva offices and discuss Keva's qualifications for projects within the official's responsibility or travel in connection with a project status review. Travel expenses may include airfare, lodging cost and ground transportation costs during the trip.

WHAT IS EXPECTED OF YOU?

Expenses on travel and lodging should not be extravagant or lavish
Direct reimbursements should be avoided
Reimbursements should be made to the Government Entity or business entity that employs the expense recipient
Not to incur expenses unrelated to legitimate business activities and expenses that benefit a friend or family member of a government official
Payments directly to the expense recipient (expense reimbursement or for any other purpose) require specific written approval of the Compliance Officer / Group CFO / Group CEO in all cases

Charitable Donations

Keva is committed to the charitable donations based on humanitarian needs and other factors, including emergency and disaster situations.

WHAT IS EXPECTED OF YOU?

Individual employees or agents shall not make charitable donation, whether in their own name or in the name of Keva or its affiliates, to obtain or retain business or to gain an improper business advantage
Charitable donations must be permitted under the law and permissible pursuant to the terms of this Policy
Charitable donations must be made to a bona fide organization
Charitable donations which are connected to any Government Official or Government Entity should be made with the prior approval of the Group CEO / Group CFO The Compliance Officer must be notified if a Government Official solicits a charitable donation in connection with any government action related to Keva or its affiliates.

Political Contributions and Activity

Keva operates in many jurisdictions that regulate political contribution, and violators are subject to very serious penalties—including imprisonment in the case of individuals.

WHAT IS EXPECTED OF YOU?

Individual employees or agents shall not make political contributions, whether in their own name or in the name of Keva or its affiliates, to obtain or retain business or to gain an improper business advantage
Political contribution must be permitted under the law and permissible pursuant to the terms of this Policy
Political contributions which are connected to any Government Official or Government Entity should be made with the prior approval of the Group CEO / Group CFO
The Compliance Officer must be notified if a Government Official solicits a political contribution in connection with any government action related to Keva or its affiliates.
If an employee engages in the political process, it must be on his own time, and with his own resources. The employee should separate his own political activities from Keva activities. And should never use Keva time, property, or equipment for personal political purposes. Even the appearance of a contribution of company time or resources can be viewed as a violation

Relationships with Third Parties

A culture of honesty, integrity and fraud prevention and detection must be emphasized through the whole of Keva. If management is seen to ignore or accept minor unethical practices, the perception might be created that controls are lax and can be exploited.

Anti-corruption laws prohibit indirect payments made through a third party, including giving anything of value to a third party while knowing that value will be given to a government official for an improper purpose. Therefore, the employees should avoid situations involving third parties that might lead to a violation of this Policy.

WHAT IS EXPECTED OF YOU?

The employees who deal with third parties are responsible for taking reasonable precautions to ensure that the third parties conduct business ethically and comply with this Policy.
Precautions may include conducting an integrity due diligence review of a third party, inserting appropriate anti-corruption compliance provisions in the third party's written contract, requiring the third party to certify that it has not violated and will not violate this Policy and any applicable anti-corruption laws during the course of its business with the Company, and monitoring the reasonableness and legitimacy of the services provided by and the compensation paid to the third party during the engagement

Employment/Internships

On occasion, Government Officials or Keva's business partners may request that Keva provide internships or employment to certain individuals. Offering internships or employment to Government Officials or the Company's business partners may be viewed as providing an item of value.

This Policy sets forth guidance for handling such requests from Government Officials or Keva's business partners. If a candidate is interviewed for an internship or employment within the ordinary course of filling a position, the Compliance Officer must be notified of the candidate's relationship to a Government Official or Keva's business partner. If a candidate related to a Government Official or Keva's business partner is interviewed outside of the ordinary course of filling a position, any internship or employment offer must be

pre-approved by the Compliance Officer in consultation with Group CEO / Group CFO.

Record Keeping

All expenditures made by Keva need to be accurately reflected in the Keva and Group Companies' financial records and that all payments made with Keva's funds, or on behalf of Keva, have been properly authorized. Employees must follow all applicable standards, principles, laws and practices for accounting and financial reporting. Employees must be timely and complete when preparing all reports and records required by management. In particular, employees should ensure that no part of any payment is to be made for any purpose other than that to be fully and accurately described in the Company's books and records. Employees should use best efforts to ensure that all transactions, dispositions, and payments involving Keva's funds or assets are properly and accurately recorded in the financial records. No undisclosed or unrecorded accounts are to be established for any purpose. False or artificial entries are not to be made in the books of Keva and records for any reason. Personal funds must not be used to accomplish what is otherwise prohibited by this Policy.

The Company may conduct periodic audits of its books and records to monitor compliance with the Policy.

Internal Reporting of Corrupt Practices

Keva seeks to deter and detect corrupt practices by ensuring that any genuine concerns ground unethical or illegal conduct are raised in a timely, responsible and confidential manner. Any genuine concerns that are raised about corrupt and unethical behaviour will be thoroughly investigated and appropriate actions will be taken to deal with the outcome of that investigation. Keva will provide feedback to the person who has raised the concern to the extent that it is appropriate and can be done without violating legal requirements or other duties of confidentiality.

Glossary of Terms Referred in The Policy

Anything of Value

Term includes cash or cash equivalents, gifts, services, employment offers, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria, or provision of any other asset, even if nominal in value.

Government Official

Any officer or employee of a government, or any department, agency, or instrumentality of a government; Any person acting in an official capacity on behalf of a government or any department, agency, or instrumentality of a government; Any officer or employee of a company or business owned in whole or part by a government; Any officer or employee of a public international organization such as the World Bank or United Nations; Any officer or employee of a political party or any person acting in an official capacity on behalf of a political party; and/or any candidate for political office.

Group CEO

Chief Executive Officer of Keva.

Group CFO

Chief Financial Officer of Keva.

Payments

This term refers to anything of value, including gifts, money, services, and employment offers.

Policy

This term refers to the Anti-Corruption Policy of Keva.

Keva

It shall mean S H Kelkar and Company Limited and subsidiaries.

Standards

Define the set of acceptable criteria (ranges, values, measures, or limits) for items identified in policy or procedures. Adherence to Standards is Mandatory.

Third Party

Any organisation or person, including but not limited to licensors, contractors, and external developers, not owned or employed directly by Keva.

PREFACE
SHK Group believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

The Group is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct or violation of law in force.

Section 177 of the Companies Act, 2013 read with Rules framed thereunder, inter-alia, provides, requirement for certain class of companies to establish a vigil mechanism for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the law.

Accordingly, this Whistleblower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Group to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The purpose of this Policy is to encourage the Group’s employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

POLICY
The Whistleblower policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Group. The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

DEFINITIONS

Disciplinary Action means any action that can be taken on the completion of/during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
Employee means every employee of the Group (whether working in India or abroad).
Good Faith An employee shall be deemed to be communicating in „good faith‟ if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.
Group means S. H. Kelkar & Company Pvt. Ltd. and its subsidiaries.
Investigators mean those persons authorised, appointed, consulted or approached by the Whistle Officer or the Chief Executive Officer and includes the auditors of the Company and the police.
Policy or This Policy means this Whistleblower Policy.
Protected Disclosure means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature.
Subject means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy.
Whistleblower is someone who makes a Protected Disclosure under this Policy.
Whistle Officer means an officer/officers who is/are nominated/ appointed to conduct detailed investigation of the disclosure received from the whistleblower and recommend disciplinary action. Currently, the Company Secretary & Manager – Legal of S. H. Kelkar & Co. Pvt. Ltd. is nominated as Whistle Officer.

SCOPE

The employees of the Group are eligible to make Protected Disclosures under the Policy. An employee can avail of the channel provided by this Policy for raising an issue covered under this Policy.
The Policy covers malpractices and events which have taken place/suspected to take place involving:

Abuse of authority
Breach of contract
Negligence causing substantial and specific danger to public health and safety
Manipulation of Group data/records
Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and check or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports
Any unlawful act whether Criminal/ Civil
Pilferage of confidential/propriety information
Deliberate violation of law/regulation
Wastage/misappropriation of Group funds/assets
Breach of Group Policy or failure to implement or comply with any approved Group Policy

Policy should not be used in place of the Group grievance procedures or be a route for raising malicious or unfounded allegations against colleagues.

GUIDING PRINCIPLES

To ensure that this Policy is adhered to and to assure that the concern will be acted upon seriously, the Group will:

Ensure that the Whistleblower and/or the person processing the Protected Disclosure is not victimized for doing so
Treat victimization as a serious matter, including initiating disciplinary action, if required, on such person/(s)
Ensure complete confidentiality
Not attempt to conceal evidence of the Protected Disclosure
Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made
Provide an opportunity of being heard to the persons involved especially to the Subject

ANONYMOUS ALLEGATION

Whistleblowers must put their names to allegations as follow-up questions and investigation may not be possible unless the source of the information is identified. Disclosures expressed anonymously will ordinarily NOT be investigated.

PROTECTION TO WHISTLEBLOWER

If an employee raises a concern under this Policy, he/she will not be at risk of suffering any form of reprisal or retaliation. Retaliation includes discrimination, reprisal, harassment or vengeance in any manner. He/she will not be at the risk of losing her/ his job or suffer loss in any other manner like transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistleblower's right to continue to perform his/her duties/functions including making further Protected Disclosure, as a result of reporting under this Policy.

The protection is available provided that:

The communication/disclosure is made in good faith
He/She reasonably believes that information, and any allegations contained in it, are substantially true; and
He/She is not acting for personal gain.

The Group will not tolerate the harassment or victimization of anyone raising a genuine concern. Any investigation into allegations of potential misconduct will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning an employee reporting a matter under this policy.

Any other Employee/business associate assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

ACCOUNTABILITIES – WHISTLEBLOWERS

Bring to early attention of the Group any improper practice they become aware of. Although they are not required to provide proof, they must have sufficient cause for concern. Delay in reporting may lead to loss of evidence and also financial loss for the Group.
Avoid anonymity when raising a concern
Follow the procedures prescribed in this policy for making a Disclosure
Co-operate with investigating authorities, maintaining full confidentiality
The intent of the policy is to bring genuine and serious issues to the fore and it is not intended for petty disclosures.
A whistleblower has the right to protection from retaliation.
Maintain confidentiality of the subject matter of the Disclosure and the identity of the persons involved in the alleged malpractice/violation. It may forewarn the Subject in case any important evidence is likely to be destroyed.
In exceptional cases, where the whistleblower is not satisfied with the outcome of the investigation carried out by the Whistle Officer, he/she can make a direct appeal to the Chief Executive Officer of the Group. Where the whistleblower is not satisfied with the outcome of the investigation carried out the Chief Executive Officer of the Group, he/she can make a direct appeal to the Managing Director.

ACCOUNTABILITIES – WHISTLE OFFICER AND INVESTIGATORS

Conduct the enquiry in a fair, unbiased manner
Ensure complete fact-finding
Maintain strict confidentiality
Decide on the outcome of the investigation
Recommend an appropriate course of action - suggested disciplinary action, including dismissal, and preventive measures
Minute Investigators’ deliberations and document the final report

RIGHTS OF A SUBJECT

Subjects have a right to be heard and the Whistle Officer must give adequate time and opportunity for the subject to communicate his/her say on the matter.
Subjects have the right to be informed of the outcome of the investigation and shall be so informed in writing by the Group after the completion of the inquiry/ investigation process.
Subjects have a right to consult with a person or persons of their choice, other than the Investigators and/or the Whistle Blower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings. However, if the allegations against the subject are not sustainable, then the Group may see reason to reimburse such costs.

PROCEDURE FOR REPORTING AND DEALING WITH DISCLOSURES

How should a Protected Disclosure be reported and to whom?

A Protected Disclosure should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower. Letters can be submitted by hand-delivery, courier or by post addressed to the Whistle Officer appointed by the Board of Directors of S. H. Kelkar & Co. Pvt. Ltd. Emails can be sent to the email id of the Whistle Officer.
The contact details of the Whistle Officer are as under:

Name:	Deepti Chandratre
Designation:	Company Secretary & Manager - Legal
Address:	S H Kelkar and Company Limited, Lal Bahadur Shastri Marg, Mulund (W), Mumbai - 400080, Maharashtra, India
Email:	disclosure.wo@keva.thedesignhut.in

Whilst a Protected Disclosure should normally be submitted to the Whistle Officer, it may also be submitted directly to the Chief Executive Officer of the Group when the Whistleblower feels it necessary under the exceptional circumstances.
The contact details of the Chief Executive Officer are as under:

Name:	Kedar Vaze
Address:	CEO's office, S H Kelkar and Company Limited, Lal Bahadur Shastri Marg, Mulund (W), Mumbai - 400080, Maharashtra, India
Email:	disclosure.ceo@keva.thedesignhut.in

However, Protected Disclosures against any employee in Ex-com or the Business Unit Heads or the Directors should be sent directly to the Chief Executive Officer of the Group.
If a protected disclosure is received by any executive of the Company other than Whistle Officer or the Chief Executive Officer, the same should be forwarded to the Whistle Officer for further appropriate action.
If the Whistle Blower believes that there is a conflict of interest between the Whistle Officer/Chief Executive Officer and the whistle blower, he may send his protected disclosure directly to the Chairman of the Audit Committee of the Board of Directors of the Company.
The contact details of the Chairman of the Audit Committee are as under:

Name:	Jairaj Purandare
Address:	JMP Advisors Private Limited, 12, Jolly Maker Chambers II , Nariman Point, Mumbai 400 021, India
Email:	jairaj.purandare@jmpadvisors.in

Is there any specific format for submitting the Protected Disclosure?

While there is no specific format for submitting a Protected Disclosure, the following details MUST be mentioned:

What will happen after the Protected Disclosure is reported?

RETALIATORY ACTION

If you face any retaliatory action or threats of retaliatory action as a result of making a Protected Disclosure, please inform the Whistle Officer in writing immediately. He/She will treat reports of such actions or threats as a separate Protected Disclosure and investigate the same accordingly and may also recommend appropriate steps to protect you from exposure to such retaliatory action and ensure implementation of such steps for your protection.

ACCESS TO REPORTS AND DOCUMENTS

All reports and records associated with Protected Disclosures are considered confidential information and access will be restricted to the Whistleblower and Whistle Officer. Protected Disclosures and any resulting investigations, reports or resulting actions will generally not be disclosed to the public except as required by any legal requirements or regulations or by any corporate policy in place at that time.

RETENTION OF DOCUMENTS

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Group for a minimum period of 3 years.

REPORTS

A quarterly status report on the total number of complaints received during the period, with summary of the findings of the Whistle Officer and the corrective actions taken will be sent to the Chief Executive Officer and the Managing Director of the Group.

BOARD'S POWERS

The Board of Directors of SHK is entitled to amend, suspend or rescind this policy at any time. Whilst best efforts have been made to define detailed procedures for implementation of this policy, there may be occasions when certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the policy. The Board may also establish further rules and procedures, from time to time, to give effect to the intent of this policy and further the objective of good corporate governance.

Name, address, employee ID and contact details of the Whistleblower
Brief description of the malpractice/violation, giving the names of those alleged to have committed or about to commit a malpractice/violation. Specific details such as time and place of occurrence are also important.
Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
In case of letters, the Protecting disclosure should be sealed in an envelope marked “Protected Disclosure” and addressed to the Whistle Officer or Chief Executive Officer, depending on position of the person against whom the protected disclosure is made.
- The Whistle Officer shall acknowledge receipt of the Protected Disclosure as soon as practical (preferably within 07 days of receipt of a Protected Disclosure), where the Whistleblower has provided his/her contact details.
- The Whistle Officer will proceed to determine whether the allegations (assuming them to be true only for the purpose of this determination) made in the Protected Disclosure constitute a malpractice/violation with the assistance of such Investigators comprising of Senior Level Officers of Personnel & Admin., Internal Audit and a representative of the Division/ Department where the alleged malpractice/violation has occurred, as he/she deems necessary. If the Whistle Officer determines that the allegations do not constitute a malpractice/violation, he/she will record this finding with reasons and communicate the same to the Whistleblower
- If the Whistle Officer determines that the allegations constitute a malpractice/violation, he/she will proceed to investigate the Protected Disclosure with the assistance of such Investigators comprising of Senior Level Officers of Personnel & Admin., Internal Audit and a representative of the Division/ Department where the breach has occurred, as he/she deems necessary. If the alleged malpractice/violation is required by law to be dealt with under any other mechanism, the Whistle Officer shall refer the Protected Disclosure to the appropriate authority under such mandated mechanism and seek a report on the findings from such authority.
- The decision to conduct an investigation taken by the Whistle Officer or Chief Executive Officer, as the case may be, is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.
- aSubjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation. Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
- The investigation may involve study of documents and interviews with various individuals. Any person who is required to provide documents, access the systems and other information by the Whistle Officer for the purpose of such investigation shall do so. Individuals with whom the Whistle Officer or Whistle Committee requests an interview for the purposes of such investigation shall make themselves available for such interview at reasonable times and shall provide the necessary cooperation for such purpose.
- If the malpractice/violation constitutes a criminal offence, the Whistle Officer will bring it to the notice of the Executive Directors and the Chief Executive Officer of S. H. Kelkar & Co. Pvt. Ltd. and take appropriate action including reporting the matter to the police.
- The Chief Executive Officer of the Group may, at his/her discretion, participate in the investigations of any Protected Disclosure.
- The Investigators shall conduct such investigations in a timely manner and shall submit a written report containing the findings and recommendations to the Whistle Officer as soon as practically possible and in any case, not later than 90 days from the date of receipt of the Protected Disclosure. The Whistle Officer may allow additional time for submission of the report based on the circumstances of the case.
- Whilst it may be difficult for the Whistle Officer to keep the Whistleblower regularly updated on the progress of the investigations, he/she will keep the Whistleblower informed of the result of the investigations and its recommendations subject to any obligations of confidentiality.
- The Whistle Officer will ensure action on the recommendations of the Whistle Committee/ Officer and keep the Whistleblower informed of the same. Though no timeframe is being specified for such action, the Group will endeavor to act as quickly as possible in cases of proved malpractice/violation.

1. Preamble:
As a responsible conscientious corporate citizen, KEVA recognizes its role and responsibility to deliver superior and sustainable value to our customers, business partners, employees and communities. Being a leading player in the Fragrance and Flavour industry, it aims to lead the path not only through products and services, but also via sustainability and CSR initiatives.

2. Objective:
The purpose of this policy is to:
2.1 Define what CSR means to us and the approach we have adopted
2.2 Define the kind of projects that will come under the ambit of CSR
2.3 Define CSR framework and governance model of the group
2.4 Elucidate criteria for partner implementation agencies

3. Applicability:
This policy is applicable from 9th December 2014 and shall be applicable to all CSR initiatives undertaken by Keva for the benefit of different segments of the society in India.

4. Policy Statement / Vision:

Keva is committed to contribute positively towards social and economic development of the community as a whole and specifically for the cause of economically, socially and physically challenged groups to support their sustainable livelihood.

5. Scope:

In furtherance to its objectives, the following are covered under this policy:

CSR activities implemented by the group on its own
CSR activities implemented by the group through own trust/ society/ sec 8 of Companies Act/ NGO
CSR activities of the group through external trust/ society/ sec 8 of Companies Act/ NGO

6. Definitions:

In this policy, unless the context otherwise requires:

" Act" shall mean the Companies Act 2013, including modifications, amendments or re-enactment thereof
" Agencies" means any Section 8 Company or a registered trust/ society/NGO/ institution, performing social services for the benefit of the society and excluding a registered trust/society/ NGO/institution/ Section 8 Company which is formed by the Company or its holding or subsidiary company/companies.
“Approved Budget” shall mean the total budget as approved by the Board of the Company upon the recommendation of the CSR Committee, which is to be utilized for CSR Projects.
"Board" shall mean the Board of Directors of the Company.
“Group” shall mean Keva and wherever the context requires, shall signify the group acting through its Board.
“CSR Annual Plan” shall mean the annual plan detailing the CSR expenditure for the year.
“CSR Committee” shall mean the Corporate Social Responsibility Committee constituted by the Board of the Company in accordance with the Act, consisting of three or more directors.
“CSR expenditure” means all CSR expenditure of the Company as approved by the Board upon recommendation of the CSR committee, including the following:
- Contribution to CSR Projects which shall be implemented and/or executed by the Company;
- Contribution to CSR Projects (including for corpus as required) which shall be implemented and/or executed by its Trust or Society; and
- Contribution to CSR Projects (including for corpus as required) which shall be implemented and/or executed by an Agency.
- Any other contributions covered under Schedule VII
Contribution of any amount directly or indirectly to any political party under section 182 of the Act, shall not be considered as CSR expenditure.
“CSR Policy” shall mean the present Corporate Social Responsibility Policy of the Company, which covers the activities to be undertaken by the Company as specified in Schedule VII to the Act and the CSR Expenditure thereon.
“CSR Projects” or “Program” means Corporate Social Responsibility projects/activities/ programs/ initiatives, instituted in India, either new or ongoing, undertaken by the Board in pursuance of recommendations of the CSR Committee as per the declared CSR Policy of the Company.
Projects/activities/ programs/ initiatives undertaken in pursuance of normal course of business of the Company and projects which benefit only the employees of the Company and their families shall NOT be considered as CSR Projects.
“Financial Year” shall mean the period beginning from 1st April of every calendar year to 31st March of the succeeding calendar year.

7. Governance -

For effectively carrying out the objectives, the group has constituted a Corporate Social Responsibility Committee (CSR Committee) of the board as per the provisions mentioned in The Companies Act, 2013, read together with the CSR rules, 2014, as amended from time to time, to ensure that the purpose of this policy is being effectively served.

Composition of CSR Committee of the Board:

Overall governance of CSR and approving the CSR Policy will be the responsibility of the CSR Committee of the Board. CSR Committee of the Board consists of three or more directors The Committee will meet at least four times in a year.

The CSR Committee of the Board of Directors comprises of the following members:
1. Ramesh Vaze – Managing Director, Chairman
2. Prabha Vaze – Non-Executive Director, Member
3. Alpana Parida – Independent Director, Member

CSR Steering Committee:

The Group will implement its CSR projects/programmes through its steering committee and or implementing partners within India. While executing CSR activities, the group shall ensure that such activities are not in normal pursuance of its business.

At present the following members are represented on the CSR Steering Committee:
1. Indrajit Chatterjee – Executive Vice President & Group CHRO - CSR Head
2. Meenal Adesh – General Manager - OD & Talent Management
3. Mukesh Mittal – General Manager - Finance
4. Deepti Chandratre – Company Secretary & DGM Legal
5. Rajiv Sawant – Unit Head – Vashivali
6. Sandeep Shirke - Senior Manager - HR & Admin, Vashivali
7. Pankaj Dande – Unit Head – Vapi
8. Ajai Thomas - Deputy Manager - HR, Vapi

CSR Champions:The Group will encourage and recognize its employees for volunteering with the spirit of serving and sharing with the community. The group shall endeavor to increase employee participation at all levels in the Organization, by encouraging employees to participate in the Company’s CSR activities.

Roles and Responsibilities:

Board of Directors: The Board of Directors of the Company will be responsible for:

Approval of the CSR Policy of the Company.
Disclosing the content of the Policy in its report and place the Policy on the Company's website in such a manner as prescribed under Section 135 of the Companies Act 2013 read with the CSR Rules.
Ensuring that the Company spends, in every financial year, at least two percent of the average net profits of the Company made during the three immediately preceding financial years in pursuance of the Policy.
Ensuring that it specifies the reasons in its report for not spending the earmarked amount in case the Company fails to spend such amount during the financial year.
The Board shall have the power to make any change(s) in the Committee constitution.
Respond to any query, observation or clarification sought by the Ministry of Corporate Affairs or any other regulatory authority with regard to CSR supported activities.
Ensure that the Groups' website displays the approved CSR policy of the Company.
Approve the CSR expenditure for a particular financial year.

CSR Steering Committee: Will act as the central coordinating point for the execution of CSR activities and will:

Oversee day to day implementation of CSR activities.
Interface with various organization units/teams to ensure effective implementation of CSR programmes.
Regularly provide feedback and updates to the CSR Committee Board Level.
Plan annual budgets for CSR activities.
Identify and manage partners to implement programmes as required.
Any other activities that may be required to effectively deliver the CSR programmes of the Group.

Meetings of the CSR committee: During every financial year, CSR Committee (Board Level) will meet at least four times for the purpose of reviewing and monitoring the progress of CSR activities including amount spent on each of the program/ projects.

8. CSR Expenditure:

CSR expenditure will include all expenditure, direct and indirect, incurred by the Company on CSR Programmes undertaken in accordance with the approved CSR Plan. Moreover, any surplus arising from any CSR Programmes shall be used for CSR. Accordingly, any income arising from CSR Programmes will be netted off from the CSR expenditure and such net amount will be reported as CSR expenditure.

9. CSR Programs/ Projects:

Our programmes/projects areas shall be aligned with the national development priorities and the needs of the communities and will be in sync with schedule VII of Section 135 of the companies Act 2013. In all our CSR programmes, we shall encourage use of technology, employee volunteerism, partnerships and innovations. The time period/duration over which a particular programme will be spread, will depend on its nature, extent of coverage and the intended impact of the program. Programmes which involve considerable financial commitment and are undertaken on a time frame of more than 2 years , will be considered as 'flagship programs' and accorded enhanced significance.

The process for implementation of CSR programmes will involve the following steps:

Identification of programmes shall be done by any means of the following:

Need identification Studies by the Senior Management/ professional institutions/agencies.
Internal need assessment by cross‐functional team at the local level.
Receipt of proposals/requests from Charitable institutions and NGOs
Suggestions from the Board of Directors/senior management level

10. Monitoring, Review and Evaluation

There are 2 levels of monitoring and review undertaken for CSR initiatives:
Level 1: CSR Steering Committee review on bimonthly basis
Level 2: Board Committee on CSR review on quarterly basis

There will be two kinds of evaluation undertaken:

Internal Evaluation- CSR Program Effectiveness Index on annual basis to assess the outcome
External Evaluation - Study that shall be undertaken by external agency / consultant/ market research once in 3 years to assess the overall impact on the community

11. CSR Reporting:

Significant CSR activities and achievements will be reported as a part of Directors' report in the Group's Annual Report and also as per any other statutory and regulatory reporting requirement.

12. Criteria for identifying Non-Governmental Organizations (NGOs):

While identifying Projects we will also identify the external agency (NGO) who would execute the said Project. In case of project execution by them the following minimum criteria need to be ensured:

The NGO / Agency has a permanent office in India;
The NGO is a registered society under Societies' Registration Act / Public Trust Act/ not-for profit company under Section 8 of the Companies Act, 2013 (erstwhile Section 25 of the Companies Act, 1956);
Possesses a valid Income-tax Exemption Certificate;
The NGO has submitted a detailed project proposal and budget which has been approved by the CSR Steering Committee.

The Company may also collaborate with other companies to undertake CSR Projects or Programs, provided the CSR Committees of the respective companies are in a position to report separately on such projects or programs.

1. Executive Summary:
1.1. Keva is an equal employment opportunity group of companies, committed to ensure a safe, secure and congenial work environment for employees. The Management has been striving to create an environment that enables all employees, especially women to render their services without fear of any prejudice, gender bias and sexual harassment. This policy aims at ensuring:
(i) The protection of women employees from sexual harassment at the workplace,
(ii) An awareness and understanding of the Indian law in force i.e. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
(iii) In the event of such occurrence, the recourse mechanism to the concerned individual by way of resolution, settlement or prosecution of the acts of sexual harassment.

2. Objectives:
2.1 The purpose of this policy is to prevent sexual harassment of women at work place and to give the women employees a platform to raise any concern and issues pertaining to sexual harassment at the work place. Keva believes that every women employee should have the opportunity to work in an environment free of Sexual Harassment; and
2.2 To ensure that no woman employee should be subjected verbally or physically to unsolicited and unwelcomed sexual overtures or conduct or behavior that amounts to sexual harassment which, may result in disciplinary action.
2.3 To ensure that no woman is discriminated against on the grounds of her gender.

3. Applicability:

3.1 This policy is applicable to
1. (i) To all permanent employees (including employees on probation, training) who are on the company payroll
2. (ii) Other staff who are engaged by Keva as contract employees, consultants and those who are deployed at the premises by the service provider, in the course of their business with Keva, whether the said individuals are paid for their services on a honorarium basis, or on a voluntary basis.

4. Definition of Sexual Harassment and Work place:

4.1 For the purpose of this policy, "Sexual Harassment" includes (but not limited to) unwelcome sexually determined behavior (whether directly or by implication) as:
1. 4.1.1. Physical contact and advances
2. 4.1.2. A demand or request for sexual favors
3. 4.1.3. Sexually colored remarks
4. 4.1.4. Showing pornography
5. 4.1.5. Any unwelcome physical, verbal or non verbal conduct of sexual nature
6. 4.1.6. Any unwelcome physical, verbal or non verbal conduct which has a sexual undertone attached to it
4.2. Workplace for the purpose of this policy shall mean the place where employee originally works as it also includes any other places, premises, venues and/ or precincts of Keva or otherwise where Keva employee/s are officially required to attend, meetings, functions arising out of or in connection to their duty.

5. Constituents of Sexual Harassment:

5.1. Sexual Harassment is a serious offence that can destroy human dignity and violates the right to gender equality, the "right to life and liberty", and the fundamental rights to practice any profession or to carry out any occupation, trade or business. It is an act amounting to misconduct in employment.
5.2. Based on the guidelines laid down by Hon’ble Supreme Court and national commission for women, given below are the details what may be considered as Sexual Harassment.
5.3. Sexual Harassment at work place has been defined as including unwelcome sexually determined behavior, whether direct or implicit, including but not limited to:
1. 5.3.1. Eve teasing including any indecent gesture, use of indecent language or any act which can be perceived as an insult to modesty or intruding the privacy of an employee;
2. 5.3.2. Unsavory or sexually colored remarks, jokes, innuendos, , taunts, verbal, non- verbal or physical conduct such as letters , phone calls, text messages, e- mails, chat messages, gestures, lurid stares, stalking, sounds, display of pictures signs, verbal or non verbal communication which offends the individuals sensibilities and may affect his/ her performance;
3. 5.3.3 Steering conversation improperly towards sexual preferences, fantasy or sex life;
4. 5.3.4. Gender based insults or sexists remarks;
5. 5.3.5. Unwelcome sexual hints or suggestions of any manner;
6. 5.3.6. Touching or brushing against any part of the body and the like;
7. 5.3.7. Displaying or showing any pornographic or other offensive or derogatory pictures, cartoons, pamphlets, drawings, of the like manner;
8. 5.3.8. Unwanted, uncalled for or unwelcomed physical contact or advances or molestation;
9. 5.3.9. Physical confinement against ones will or any other act likely to violate one's privacy;
10. 5.3.10. Unwelcome sexual advances, requests or demands for sexual favors, either explicitly or implicitly, in return for employment, promotion, examination or evaluation of a person towards any work related activity;
11. 5.3.11. Act or conduct by a person in authority which creates the environment at work place hostile or intimidating to a person belonging to the other sex.
5.4. It could be done by a person individually or acting in concert with others. It may be directed at the employee. It could occur between peers and individuals in a hierarchical relationship (covert or overt use of power inherent to affect negatively an employees work experience or opportunities).
5.5. It could result in a ‘Quid Pro Quo’ (this in exchange for something) or in a hostile working environment. (To threaten, coerce or intimidate an employee to accept sexual advances or making employment decisions affecting the individual or create an intimidating, hostile or offensive working environment)
5.6.. Any of these acts is discriminatory when the person has reasonable grounds to believe that his/ her objection would disadvantage him/ her in connection with his/ her employment or work including recruitment or promotion or when it creates a hostile work environment or other adverse consequences.
5.7. Sexual Harassment takes place when:
1. 5.7.1. Submission to the behavior is explicit or implicit
2. 5.7.2. Submission to or rejection of the conduct is used as the basis for an employment decision,
3. 5.7.3. The conduct has the purpose or effect to unreasonably interfere with an individual's work performance or creating intimidating, hostile or offensive work environment
5.8. This kind of behavior is unacceptable at the workplace and in any work related setting outside the workplace, such as during business trips, business meetings and business related social events.

6. Redressal System

The Internal Committee is the first level of recourse for any complaints of sexual harassment of employees, retainers/ contractor and third parties. The Committee shall be headed by a woman and shall comprise of minimum of 5 members (representing employees section) and shall involve 1(one) third party member, either an NGO or other body or lady professional who is familiar with and experienced in dealing with matters pertaining to the issue of sexual harassment. The majority of the members of the Internal Complaints Committee are women as per the statute. The Committee shall comprise of the following members:

1. Third party member (Lady - professional from NGO/Social Sector)
2. Meenal Adesh – General Manager - OD & Talent Management – Presiding Officer
3. Anuradha Sansar – Vice President - Global Fragrance Innovation
4. Deepti Chandratre – Company Secretary & DGM Legal
5. Priti Joshi - Deputy General Manager - Customer Service
6. Sandeep Shirke - Senior Manager - HR & Admin, Vashivali Plant
7. Ajai Thomas - Deputy Manager - HR, Vapi Plant

For any complaint received, the Internal Committee will carry out the inquiry and submit its report and findings to the Apex Committee, within 10 days from the date of completion of inquiry, for appropriate Management decision as prescribed by the Act. Apex Committee shall comprise of the following members:

1. Kedar Vaze , Group CEO
2. B Ramkrishnan, Director - Strategy
3. Indrajit Chatterjee, Executive Vice President & Group CHRO

7. The Three Steps to Approach to Deal with Harassment:

7.1. Step 1 - Trust your feelings. If you experience discomfort around with someone, there’s probably a reason. Focus on what’s happened. Harassment rarely goes away unless you deal with it.
7.2. Step 2 - Tell the person that she/ he makes you feel discomfortable and you want it to stop. Sometimes people act in a way that they don’t consider harassment. Letting someone know may be enough to stop the behavior. Your silence and passiveness could be taken for tacit consent.
7.3. Step 3 – If step 2 doesn’t work for you, or if you feel uncomfortable in confronting with the person, you can talk to the RIGHT people (mentioned below) about what has happened.
1. 7.3.1. Following are the channels available:
  - Internal Committee members
  - HR Contact person for a preliminary chat on how to go forward

8. The Complaints Procedure:

8.1. An Internal Committee has been constituted to take up and enquire into the cases of Sexual Harassment. The Internal Committee will maintain confidentiality of all events and ensure individual details are protected from unnecessary disclosure.
8.2. Apex Committee shall periodically review the reported cases of Sexual Harassment and investigation taken up and inquiry held by the Internal Committee.
8.3. The Employee shall give a complaint in writing to any of the Internal Committee members at the earliest point of time through channel prescribed above.
8.4 In case the employee is not able to give the complaint in writing, necessary assistance will be provided by HR/ ICC to lodge formal written complaint.
8.5. Where the aggrieved employee is unable to make the complaint on his/her own, the complaint may be filed by any other employee who has knowledge of the alleged behavior/incident, with the written consent of the aggrieved employee.
8.6. Confidentiality of the identity of the involved parties will be maintained by the respective Committee members. In order to ensure confidentiality of the investigations, depending on the gravity of the case, the inquiries may be held outside the official premises of the Organization .
8.6.1. The Internal Committee will hold an Inquiry in accordance with principles of natural justice. The said Committee if necessary will communicate the same to the complainant and person against whom complaint is made. It would be entitled to elicit all forms of evidence in this regard and the concerned parties would be required to co—operate.
1. 8.6.1.1. The said Committees shall endeavor to complete the "Inquiry" within reasonable period but not beyond 6 (Six) weeks from the date of submission of the complaint
  1. 8.6.1.2. When such an Inquiry is initiated; the concerned employees will be prohibited from taking leave or travelling outside the location where such employee stays, unless it is of utmost urgency and has the relevant line manager/ business head’s written approval on an application made to this effect.
  2. 8.6.1.3. After due examination of the complaint and the conclusion of the Inquiry, the respective Committee who had carried out investigation shall submit its report with the investigation details and recommendations to the Apex Committee.
  3. 8.6.1.4. If the person complained against in the Inquiry report is found guilty then Apex Committee shall decide on the appropriate punishment and shall initiate the disciplinary action, which may include a verbal warning, stoppage of promotion/ increment, suspension, or termination of employment.
  4. 8.6.1.5. In the event, the Inquiry concludes that the complaint does not fall under the purview of Sexual Harassment or the complaint does not constitute an offence of Sexual Harassment, the same would be deemed to be concluded (for the purpose of this policy) after recording the reasons thereof.
  5. 8.6.1.6. In the event, the inquiry concludes that the complaint was false and / or malafide in intent, suitable disciplinary action will be taken against the complainant.

9. Role of the Committees in carrying on complaint investigation:

9.1. The role of the Internal Committee is to address any complaints lodged by employees and take appropriate actions and increase employees’ awareness of the policy on preventing Sexual Harassment at the workplace.
9.2. The Internal Committee may be reconstituted if need be based on the availability of the members, to avoid conflict of interest and also to ensure fair & independent investigation.
9.3. In case of vacancy of office by the members in the Committees for any reason whatsoever for more than two weeks continuously or being interested party (if the compliant is against any of the committee members) in the proceedings of the complaint, then, such vacancy will be filled in by such employee who will be nominated by EVP & Group CHRO as he may find appropriate.
9.4. Group HR will be conducting workshops/training sessions for all employees on gender sensitivity and inclusive behavior from time to time.
9.5. Where Sexual Harassment occurs as a result of an act or omission by any third party or outsider, the Internal Committee shall take all steps necessary and reasonable to assist the affected person in terms of support and preventive action.

10. Disciplinary Action

The nature and severity of disciplinary action against the guilty will be in direct proportion to the seriousness of the offence. This could range from but will not be limited to:

10.1. A letter of warning that will be placed in personal file.
10.2. Immediate transfer or suspension without pay or both.
10.3. Dismissal/ termination from the services of the company
10.4. As instructed by Supreme Court, if the commission of an offence under the Indian Penal Code, Keva Management shall initiate appropriate action in accordance with law by making a complaint with appropriate authority.

11. False or Malicious Complaint and False evidence

Where the Internal Committee arrives at a conclusion after an inquiry that a false or malicious complaint has been filed knowingly and the investigation has proved that the motivation of the complaint/ victim was malafide, e.g., to willfully defame the alleged harasser, disciplinary action may be initiated by the Apex Committee against the complainant/ victim as prescribed In The Sexual Harassment of Women at Workplace Act 2013.

This could range from but will not be limited to:

A letter of warning that will be placed in personal file.
Immediate transfer or suspension without pay or both.
Dismissal/ termination from the services of the company
As instructed by Supreme Court, if the commission of an offence is under the Indian Penal Code, Keva Management shall initiate appropriate action in accordance with law by making a complaint with appropriate authority.

12. The General Safeguards:

12.1 Be sensitive to others and think about how your actions or words might be viewed by people. Make sure that your actions do not cause offence to any other person, if you are aware that someone is being harassed, tell the perpetrator that you think his or her conduct is inappropriate.
12.2 Some of the general safeguards are:
1. 12.2.1 Be conscious not to make comments or express your views that would amount to 'gender insensitivity'
2. 12.2.2 In paying compliments, do not comment on the 'physical' attributes of a person.
3. 12.2.3 What is "acceptable" behavior in a group may not be "acceptable" in private. Use your discretion.
4. 12.2.4 Though "continuity" is an important ingredient, even a solitary instance would amount to "harassment" if it is otherwise 'unacceptable' in a given social and cultural set up.
5. 12.2.5 As a general rule, avoid unwelcome and unsolicited physical contact.

13. Retaliation against upright employees:

Organization will not tolerate any retaliation against an upright employee. In the event you feel you are being victimized for raising an issue pertaining to Sexual Harassment at the workplace, you can raise this concern as well, through the same channel of communication and the organization will review the matter and will take necessary action in such cases.

14. Awareness:

14.1 The Company will conduct Awareness programs on Sexual Harassment from time to time. It is mandated that employees should attend these awareness programmers.
14.2 A copy of this Policy on Preventing Sexual Harassment at the Workplace is circulated to all employees. For any clarification on this policy, an employee can approach the HR department.
14.3 Any clarification/s or explanation will be provided by the Policy Committee comprising of Group CEO / EVP & Group CHRO.

Outstanding dues to creditors of S H Kelkar and Company Ltd.

This information has been made available in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI Regulations”), as amended. Based on the policy of materiality as approved by our Board of Directors, there are no material creditors of our Company as on June 30, 2015. Please see below a list of dues to small scale undertakings and other creditors of S H Kelkar and Company Ltd. as on June 30, 2015, on an aggregated basis.

Particulars	Number of creditors	Aggregate amount due (in Rs.)
Amount due up to Rs. 1 lakh	116	23,71,926
Amount due more than Rs. 1 lakh and up to Rs. 5 lakhs	62	1,58,60,163
Amount due more than Rs. 5 lakhs up to Rs. 25 lakhs	64	6,93,97,953
Amount due more than Rs. 25 lakhs up to Rs. 1 crore	43	22,82,19,142
Amount due more than Rs. 1 crore and up to Rs. 4 crore	15	30,56,48,303
Total	300	62,14,97,487

Please note that the above mentioned data is being provided pursuant to provisions of Schedule VIII (Part A)(2)(X)(A)(2)(iii) of the SEBI Regulations and will not be included in the red herring prospectus. Potential investors should not rely on the information provided herein for any investment decisions.

1. Introduction:
This Code of Conduct (“the Code”) shall be called “The Code of Conduct for Board of Directors, Senior Management and all other employees” of S H Kelkar and Company Limited (“the Company”).

This Code envisages that the Board of Directors of the Company, Senior Management Personnel and all other employees must act within the bounds of the authority conferred upon them and with a duty to comply with the requirements of applicable law.

The purpose of this Code is to enhance ethics and transparency in the governance of the Company, and thereby reinforce the trust and confidence reposed in the officers by the shareholders of the Company. Officers are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder in their day-to-day functioning.

The principles enshrined in this Code are general in nature and lay down broad standards of compliance and ethics, as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Applicability:
The Code shall be applicable to each Member of the Board of Directors (“Board”), Senior Management of the Company and all other employees. The Senior Management of the Company shall be all employees one level below the Board forming part of the Senior Leadership Team (hereinafter referred to as “Senior Management”). The principal duty of a Director / employee is to ensure that the Company is well managed and recognize that their primary responsibility is to the shareholders of the Company and its other stakeholders.

3. Code of Conduct for Directors (other than Independent Directors), Senior Management and other employees:
i) The Directors, Senior Management and all other employees shall fulfill functions of the office with integrity, professionalism, and exercise powers attached thereto in good faith and with due care and diligence, without the influence of personal interest.
ii) The Directors should act in the best interests of, and fulfill the fiduciary obligations to the Company's shareholders, whilst also considering the interests of other stakeholders.
iii) The Directors, Senior Management and all other employees shall ensure that the Company's assets, proprietary confidential information and resources are used by the Company and its employees only for legitimate business purposes of the Company.
iv) The Directors, Senior Management and all other employees shall minimise any situation or action that can create conflict of interests of the Company vis-à-vis personal interest or interests of associated persons and make adequate disclosures, where necessary.
v) The Senior Management shall have the primary responsibility for the implementation of internal controls to deter and detect fraud. The Company shall have zero tolerance for the commission or concealment of fraud or illegal acts.
vi) The Directors, Senior Management and all other employees will ensure that its dealings and relationships with business associates/customers are maintained in the best interest of the Company. Its relationship in regard to the Company work should be professional and commercially appropriate.
vii) The Directors, Senior Management and all other employees shall seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company. Encourage reporting of a material violation of any laws, rules or regulations applicable to the Company to the Compliance Officer or reporting material violation of the operation of its business to the respective Business Heads and ensure that the person reporting such violation is not aggrieved in any manner. In case of material violation of any laws, rules or regulations applicable to the Company or operation of its business, the same shall be reported to the CEO/Board of Directors, as may be deemed appropriate.
viii) The Directors, Senior Management and all other employees shall comply with the terms of the Code of Conduct for Prohibition of Insider Trading approved by the Board of Directors and any other Code/Policy that may be formulated from time to time, as applicable.
ix) The Directors, Senior Management and all other employees shall conduct business in a responsible manner and commit to undertake:

a) Compliance with environmental laws, regulations and standards
b) To incorporate environmental friendly and protection measures as an integral part of the design, production, operation and maintenance of the Company's facilities
c) Encourage wise use of energy, and minimize any adverse impact on the environment
d) Ensure health and safety measures for all the employees and workmen

x) The Executive Directors, Senior Management and all other employees shall not, without the prior approval of the Chief Executive Officer, accept part time employment or a position of responsibility (such as a consultant or a director) with any other organisation, for remuneration or otherwise.
xi) The Executive Directors, Senior Management and all other employees shall establish processes and systems for storage, retrieval and dissemination of documents both in physical and electronic form, so that the obligations of this Code are fulfilled.
xii) The Directors, Senior Management and all other employees shall not use the name of the Company, its logo or trademark for personal benefit or for the benefit of persons/entities not forming part of the Keva Group.

4. Code of Conduct for Independent Directors:

The Independent Directors on the Board of the Company shall adhere to the following code of conduct:

A) Professional Conduct:

The independent director shall:
1. i) uphold ethical standards of integrity and probity;
2. ii) act objectively and constructively while exercising his duties;
3. iii) exercise his responsibilities in a bona fide manner in the interest of the company;
4. iv) devote sufficient time and attention to his professional obligations for informed and balanced decision making;
5. v) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
6. vi) not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
7. vii) refrain from any action that would lead to loss of his independence;
8. viii) where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
9. ix) assist the company in implementing the best corporate governance practices.

B) Role and Functions:

The independent directors shall:
1. i) help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
2. ii) bring an objective view in the evaluation of the performance of board and management;
3. iii) scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
4. iv) satisfy themselves on the integrity of financial information and that financial control and the systems of risk management are robust and defensible;
5. v) safeguard the interests of all stakeholders, particularly the minority shareholders;
6. vi) balance the conflicting interest of the stakeholders;
7. vii) determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
8. viii) moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.

C) Duties:

The independent directors shall:
1. i) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
2. ii) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
3. iii) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
4. iv) participate constructively and actively in the committees of the Board in which they are chairpersons or members;
5. v) strive to attend the general meetings of the company;
6. vi) where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
7. vii) keep themselves well informed about the company and the external environment in which it operates;
8. viii) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
9. ix) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and .assure themselves that the same are in the interest of the company;
10. x) ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
11. xi) report concerns to the Board, about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
12. xii) acting within his/her authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
13. xiii) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or as required by law.

5. Annual compliance reporting:

The Directors, Senior Management and all other employees shall affirm compliance with this Code on an annual basis as at the end of the each financial year within 30 days of the close of every financial year. Compliance Report shall be forwarded to the Company Secretary in such form and manner as may be prescribed from time to time.

6. Disclosures:

The Code shall be uploaded on the website of the Company at www.keva.co.in.

7. Amendment:

The provisions of this Code can be amended and modified by the Board of directors of the Company from time to time and all such amendments and modifications shall take effect from the date stated therein.

1. Introduction:
The Securities and Exchange Board of India (“SEBI”) notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”) on January 15, 2015, which is effective from May 15, 2015. Pursuant to Regulation 8 of the Regulations, S H Kelkar and Company Limited is required to formulate a code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. Accordingly, the Board of Directors of the Company has formulated this Code of Corporate Disclosure Practices for disclosure of information about the Company to the public including fair disclosure of Unpublished Price Sensitive Information (“Code”). This Code covers all public communication by or on behalf of the S H Kelkar and Company Limited and each of its subsidiaries and affiliates (collectively referred to as “the Company” or “Keva Group”).

This Code applies to each director, officer and employee (“Official”) of the Company. All Officials are required to read, understand, adhere to and help in adherence and compliance with this Code.

2. Related Policies/Code:
This Code should be read together with Policy on the criteria for determining materiality of events or information as well as Code of Conduct to regulate, monitor and report trading by Insiders.

3. Objective:
The Code is aimed at ensuring that:

a) all public communication relating to the Company is carried out in an orderly manner,
b) all information required to be communicated to the world outside the Company is so communicated correctly and completely
c) each communication by an Official of the Company to the public about Company is factual and accurate;
d) Information given publicly is disseminated widely and on a timely basis so that the public has equitable access to the information communicated; and
e) Information given publicly meets all statutory requirements, e.g. the flow of Unpublished Price Sensitive Information (“UPSI”) is regulated as required by the applicable regulations.
f) All information that should not be communicated publicly is held secure within SHK.

4. Principles of Public Disclosure:
a) All communications/disclosures of the Company (including subsidiaries) shall be full, fair, accurate, timely and understandable.
b) The Company respects the professional independence of media, analysts and all other members of the public who may wish to know about the Company.
c) The Company shall not pay for editorial content.
d) Dissemination of information to the public concerning the Company shall be handled by only authorized spokespersons as explained in this Code.
e) If any official of the Company appears in public or takes part in a public discussion in any manner, he may be considered by the public as an authorized Official of the Company. If he or she is not so authorized to do so, he or she should make it abundantly clear that he or she is acting as a private person, and not on behalf of the Company.

5. Terms and Definition:
a) "Generally available information" means information that is accessible to the public on a non-discriminatory basis.
b) “Unpublished information” means any information that has not been disclosed to the general public by means of a media release, SEBI Filing or other medium that ensures broad dissemination and public access. Disclosure to even a large group of people may not constitute disclosure to the public if the information is not simultaneously accessible to the public at large.
c) "Unpublished Price Sensitive Information" or “UPSI” means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following:
- financial results;
- dividends;
- change in capital structure;
- mergers, de-mergers, acquisitions, delisting’s, disposals and expansion of business and such other transactions;
- changes in key managerial personnel; and
- material events in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. a) “CIRO” means an official from the Corporate Communications Section who shall be designated as Chief Investor Relations Officer.
2. b) “Corporate Communication Section” shall mean a team comprising Chief Executive Officer, Chief Financial Officer, Head – Strategy, Vice President – Strategy and the designated CIRO.

Information relating to the Company or its securities that is not generally available shall constitute unpublished price sensitive information if it is likely to materially affect the price upon coming into the public domain. The list given above is only an illustrative guidance and NOT an exhaustive list.

Words and expressions used but not defined in this Code shall have the same meaning assigned to them in the SEBI (Prohibition of Insider Trading) Regulations, 2015 or the Securities and Exchange Board of India Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and the rules and regulations made thereunder, as the case may be or in any amendment thereto.

6. Prompt Disclosure of UPSI:
a) The Company shall promptly make public disclosure of UPSI that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
b) The Company may also consider uniform and universal dissemination of UPSI to avoid selective disclosure. In order to ensure universal dissemination, all UPSI will first be communicated to the Stock Exchanges where the Securities of the Company are listed before this information is released to the investors, research analysts, media or any section of the public.
c) In case the Company is required to make selective disclosure of UPSI, then the information will be promptly disseminated either in the form of notification to stock exchanges, press releases or upload of information on the website of the Company.

7. Public Disclosure only by Authorized Officials:
a) The following officials are jointly and severally authorized to make any public disclosure about the Company or interact with media, without any prior approvals (“Primary Authorized Officials”):

i) The following Directors on the Board of Directors of the Company:
1. • Managing Director
2. • Chief Executive Officer
ii) The following Members of the Executive Committee in India:
1. • Head of Strategy

b) The following officials are jointly and severally authorized to make public communication about the Company or interact with media, with prior approvals from any of the Primary Authorized Officials:

i) Directors on the Board of Directors of the Company other than the Managing Director and the Whole-time Director & Chief Executive Officer
ii) The following Members of the Executive Committee in India Viz.
1. • Chief Financial Officer
2. • Vice President – Strategy
3. • CIRO

c) Officials in countries other than India (“Overseas Officials”) may face situations when they need to communicate publicly or deal with the local media.
d) In any such situation, the concerned Overseas Officials must first forward the disclosure requests they receive to any Primary Authorized Official, who shall, in consultation with the Corporate Communication Section, deal with such requests on a case to case basis.
e) Where any other Company official needs to interact with the media, he/she may do so only after taking prior permission of any of the above mentioned Primary Authorized Officials.
f) The Public Interaction Protocol laid down hereinafter shall be followed in all cases.

8. Public Interaction Protocol:
a) Only the officials forming part of Corporate Communication Section shall talk to, or otherwise communicate with, securities analysts, institutional investment managers, Securities-holders, the media and/or other potential investors or securities professionals about our strategic plans, significant organizational or administrative matters, results of operations, financial information or other non-public, material information. No other official shall be authorized unless and until he or she has been specifically authorized by the Chief Executive Officer.
b) All interactions should be routed through the Corporate Communication Section to ensure that there is a seamless two way communication between the Company and the public.
c) The text of all communications covering UPSI to the Stock Exchanges shall be approved by the Corporate Communications Section in consultation with any of the Primary Authorized Officials before release.
d) The concerned media person/query should be directed to Corporate Communications Section who will screen and ascertain further course of action.
e) All officials representing the Company in the public disclosure area shall, before interacting with the public, obtain all domain-specific approvals from the concerned functions in Company, or consult experts where required, e. g. Legal, Finance, Technology etc.
f) In case of a telephonic interview, the concerned Authorised Officials shall have the call recorded or the telephonic discussion documented through a confirmatory email in a form that will leave no ambiguity about the questions asked and answers given.
g) The Media may approach the officials of the Company for personal interviews or write-ups or for speaking at a public forum as a Company representative or in the personal capacity. In such a case, such official shall:

i) Take approval from an Primary Authorised Official;
ii) Consult Corporate Communications Section who shall screen and ascertain quality of participation; and
iii) plan the way forward.

h) All officials involved in any Public Disclosure shall follow the standard Public Interaction Process given below:

Public Interaction Process:

Step	Process	Details
1	Initial Contact	Any Official may receive a query from the Media or any other public person (“Querist”) either on call or e-mail. The Official needs to immediately alert and forward all query details (email, mediaperson / public person details) to the Corporate Communications Section.
2	Negotiation with Media	The Corporate Communications Section will interact with the Querist to gauge the information needs, level of criticality of the story and timelines.
3	Fact Collection	The Corporate Communications Section will connect with relevant authorized spokespersons and the concerned functional heads shall confer on the facts of the query, and develop key messages about the situation, which are simple enough for everyone to understand.
4	Closure	Corporate Communications Section will provide the Media with the responses and close the same.

9. Management Oversight, Authority and Responsibility:
c) The responsibilities of the Corporate Communication Section shall include overseeing and co-ordinating the disclosure of Price Sensitive Information to stock exchanges, analysts, shareholders and the media. Routine disclosures to the stock exchanges shall continue to be made by designated officers who have responsibility for making such disclosures.
d) If UPSI gets disclosed selectively, inadvertently or otherwise then such UPSI shall be promptly disseminated. If any official believes that UPSI may have been disclosed by an unauthorized person, whether intentionally or inadvertently, he or she must immediately contact the Corporate Communication Section and must be ensured that such UPSI shall be promptly disseminated.
e) UPSI is to be handled on a need to know basis. UPSI should be disclosed only to those within and outside the Company who need to know such UPSI to discharge their duty and whose possession of such UPSI will not give rise to a conflict of interest or appearance of misuse thereof.
f) The Corporate Communication Section of the Company is responsible for the development, implementation and oversight of this Code and the procedures which support it as outlined herein. Corporate Communication will report to the Chief Executive Officer of the Company for this purpose.
g) The Chief Executive Officer is responsible for defining the roles and responsibilities of Company spokespersons while serving in the capacity of the Company spokesperson and developing a response process if inadvertent disclosures are made.
h) Compliance with this Code is the shared responsibility of every company official and all will be held accountable for protecting the Company’s reputation from damage which could be caused by a failure to abide by the provisions outlined herein.

10. Responding to Market Rumors:
a) The Employee/Director of the Company shall promptly direct any queries on news reports or requests for verification of market rumours received from regulatory authorities to the Corporate Communications Section.
b) The Corporate Communications Section shall on receipt of requests as aforesaid, consult the Primary Authorised Officials and send an appropriate and fair response to the same.
c) The Corporate Communications Section shall be responsible for deciding in consultation with the Primary Authorised Officials as to the necessity of a public announcement for verifying or denying rumours and thereafter making appropriate disclosures.
d) All requests/queries received shall be documented and as far as practicable, the Corporate Communications Section shall request for such queries/ requests in writing. No disclosure in response to the queries/request shall be made by the Corporate Communications Section unless the Primary Authorised Officials approves the same.

11. Dissemination of UPSI with special reference to Analysts, Institutional Investors:
a) Only the officials forming part of Corporate Communications Section shall talk to, or otherwise communicate with, securities analysts and institutional investors. No other official shall be authorized unless and until he or she has been specifically authorized by the Chief Executive Officer.
a) The Company shall provide only public information to the securities analysts and institutional. Alternatively, the information given to the analyst should be simultaneously made public at the earliest. In no case shall UPSI be provided.
b) In order to avoid misquoting or misrepresentation, it is desirable that the discussions with analysts, brokers, institutional investors should preferably be recorded.

i) The concerned securities analysts and institutional investors /query should be directed to Corporate Communications Section who will screen and ascertain further course of action.

c) The Company should be careful when dealing with the unanticipated questions. The unanticipated questions may be noted and a considered response be given later in consultation with the Corporate Communications Section. If the answer to any question requires dissemination of UPSI, the Corporate Communications Section, shall report the same to the Primary Authorised Official and obtain necessary approval for its dissemination to the Stock Exchanges/public announcement through press. Corporate Communications Section, shall, after dissemination of such UPSI, respond to such unanticipated questions.
d) When the Company organizes meetings with analysts or other investor relations conferences, the Company shall make a press release or post relevant information on its website after every such meet. The Company may also consider live web casting of analyst meets or investor relations conferences.
e) The Corporate Communications Section as the case may be, shall be responsible for drafting of the press release or the text of the information to be posted on the Company’s web-site, in consultation with the Primary Authorised Officials.
f) No Company official will interact with analysts, financial market participants, investors or any media representatives unless the official from the Corporate Communication Section is also present during such interaction.
g) Under no circumstances should an attempt be made to handle queries without prior authorization from the Corporate Communication Section.

12. Medium of Disclosure/Dissemination:
a) The Company shall disseminate all credible and concrete UPSI on a continuous and in a timely manner to stock exchanges where its Securities are listed in accordance with the requirements of applicable law and thereafter to the press.
b) As a good corporate practice, the UPSI disclosed to the Stock Exchanges and to the Press may also be supplemented by updates on the Company’s web-site. The Company may also consider other modes of public disclosure of UPSI so as to improve investor access to the same.
c) The Company shall put up on its website, all such information as may be required in accordance with the requirements of applicable laws.

13. Training & Official Awareness:
a) Training in relation to the requirements of this Code, internal control objectives, and assigned responsibilities is achieved through the cooperative effort of the Chief Financial Officer and Human Resource Department, who are responsible for incorporating these objectives into routine procedures and department controls.
b) This Code shall be presented to every new employee as part of the Human Resources Department's new employee orientation. The person conducting the orientation session shall provide the new employee with a brief explanation of the Code and its importance, and shall answer any questions regarding the Code.
c) Following this introduction, the new employee shall read this Code and sign a certification form acknowledging that the employee has read the Code, understands its provisions, and agrees to abide by them (refer Annexure 1).
d) This Code shall also be presented to each new member of the Board of Directors of the Company, or those of its subsidiaries and/or affiliates, as applicable, and each new director shall sign a certification form acknowledging that the director has read the Code, understands its provisions, and agrees to abide by them (refer Annexure 2).
e) On an annual basis, all employees shall review and recertify that they have read this Code, understand its provisions, agree to abide by them, and have complied with them over the past year (refer Annexure 3).
f) On an annual basis, all Director shall review and recertify that they have read this Code, understand its provisions, agree to abide by them, and have complied with them over the past year (refer Annexure 4).

14. Consequences of non-adherence or non- compliance:
a) Failure to adhere to or comply with this Code can expose the non-compliant or non-adhering official (“Official in default”) and the Company to reputational as well as legal and regulatory consequences.
b) Therefore, apart from the statutory implications on the Official in default, the Company shall be entitled to take disciplinary action against the Official in default.
c) All disciplinary actions relating to this Code shall be taken by the Chief Executive Officer of the Company in consultation with the Audit Committee of the Board of Directors.

15. Review:
This Code is subject to review by the Board of Directors as and when deemed necessary. The Company will promptly intimate any amendment to this Code to the Stock Exchanges, as required under the Regulations.

Annexure 1

To:	From:
The Compliance Officer,	Name:
S H Kelkar and Company Limited (the “Company”)	Designation:
Lal Bahadur Shastri Marg, Near Balrajeshwar Temple,	Employee No.:
Mulund (West), Mumbai – 400080	Tel No. & email:

1) I hereby certify that I have received and read the Code of Corporate Disclosure Practices for disclosure of information about the Company to the public including fair disclosure of Unpublished Price Sensitive Information (“Code”).
2) I further certify that:

a) I understand the provisions of the Code
b) I agree to abide by and conform to the requirements of the Code at all times during my employment as an employee.
c) I also undertake to abide by Code even after I cease to be associated with the Company on account of resignation or otherwise.
d) I had an opportunity to ask questions regarding the provisions of the Code and that any questions which I had were answered to my satisfaction.
e) I understand that my failure to comply with the provisions of the Code may be cause for my dismissal or other disciplinary actions.

Signature:	Date:
Name:	Place:

Annexure 2

To:	From:
The Compliance Officer,	Name:
S H Kelkar and Company Limited (the “Company”)	Designation:
Lal Bahadur Shastri Marg, Near Balrajeshwar Temple,	Tel No. & email:
Mulund (West), Mumbai – 400080

a) I understand the provisions of the Code
b) I agree to abide by and conform to the requirements of the Code at all times during my tenure as a Director.
c) I also undertake to abide by Code even after I cease to be associated with the Company on account of resignation or otherwise.
d) I had an opportunity to ask questions regarding the provisions of the Code and that any questions which I had were answered to my satisfaction.
e) I understand that my failure to comply with the provisions of the Code may be cause for my dismissal or other disciplinary actions.

Signature:	Date:
Name:	Place:

Annexure 3

To:	From:
The Compliance Officer,	Name:
S H Kelkar and Company Limited (the “Company”)	Designation:
Lal Bahadur Shastri Marg, Near Balrajeshwar Temple,	Employee No.:
Mulund (West), Mumbai – 400080	Tel No. & email:

a) I understand the provisions of the Code
b) I have abided by and conformed to the requirements of the Code during the Financial Year ____________ and will continue to do so during my employment as an employee.
c) I also undertake to abide by Code even after I cease to be associated with the Company on account of resignation or otherwise.
d) I understand that my failure to comply with the provisions of the Code may be cause for my dismissal or other disciplinary actions.

Signature:	Date:
Name:	Place:

Annexure 2

To:	From:
The Compliance Officer,	Name:
S H Kelkar and Company Limited (the “Company”)	Designation:
Lal Bahadur Shastri Marg, Near Balrajeshwar Temple,	Tel No. & email:
Mulund (West), Mumbai – 400080

a) I understand the provisions of the Code.
b) I have abided by and conformed to the requirements of the Code during the Financial Year ____________ and will continue to do so during my tenure as a Director.
c) I also undertake to abide by Code even after I cease to be associated with the Company on account of resignation or otherwise.
d) I understand that my failure to comply with the provisions of the Code may be cause for my dismissal or other disciplinary actions.

Signature:	Date:
Name:	Place:

1. Introduction:
This Familiarization Programme (‘’the Programme”) for Independent Directors of S H Kelkar and Company Limited (“the Company”) has been adopted by the Board of Directors pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Objectives:
The Programme aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

3. Familiarization Programme:
The Company schedules an induction session for new Independent Directors inducted on the Board of the Company.

The Independent Directors are provided information relating to the Company and its subsidiaries, industry overview, business model of the Company, geographies in which Company operates, product offerings, organization structure, facilities, operations overview, Financial Performance and budget & control processes.

The Programme also intends to improve awareness of the Independent Directors on their roles, rights, responsibilities towards the Company.

The Company through its Executive Directors / Senior Managerial Personnel conducts programmes / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. The Managing Director or such other authorised officer(s) of the Company lead the Programme on aspects relating to business / industry. The Chief Financial Officer or such other authorised officer(s) of the Company participate in the Programme for providing inputs on financial performance of the Company and budget, control process etc.

4. Disclosure:
This Programme shall be uploaded on the Company’s website for public information and a web link for the same shall also be provided in the Annual Report of the Company.

5. Review:
The Board will review this Programme from time to time and make revisions as may be required to provide more information to the Independent Directors to enable them to contribute more significantly to the growth of the Company.

Details of Familiarization Programmes held in FY 2016-17 are as below:

No. of Programmes held	No. of hours spent	Areas covered
2	6	Business Strategy

Details of attendance of Independent Directors in Familiarisation Programmes:

Name of Independent Director	No. of programmes attended		No. of hours spent
Name of Independent Director	FY 2016-17	Cumulative till date	FY 2016-17	Cumulative till date
Mr. Jairaj Purandare	2	3	6	9
Mr. Dalip Sehgal	2	3	6	9
Mr. Nitin Potdar	2	3	6	9
Ms. Sangeeta Singh	1	2	2.5	5.5
Ms. Alpana Parida	1	2	3.5	6.5

1. Introduction:
The Board of Directors of S H Kelkar and Company Limited has adopted the following policy and procedures with regard to determination of Material Subsidiaries as defined below.

All the words and expressions used in this Policy, unless defined hereafter, shall have meaning respectively assigned to them under the Listing Regulations and in the absence of its definition or explanation therein, as per the Act and the Rules, Notifications and Circulars made/issued thereunder, as amended, from time to time.

2. Objectives:
Under Regulation 16(c) of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Company is required to formulate a Policy for determining “Material Subsidiaries”. The objective of this Policy is to determine the Material Subsidiaries of the Company in compliance with the aforesaid regulatory requirements.

3. Definitions:
i) “Accounting Year” means the financial year of the Company as prevailing from time to time.The financial year of the Company presently commences from 1st April every year and concludes on 31st March of the immediately succeeding year.
ii) “Act” means the Companies Act, 2013 as prevailing from time to time.
iii) “Audit Committee” means the committee constituted by the Board of Directors of the Company in accordance with section 177 of the Act and Regulation 18 of Chapter IV of the Listing Regulations.
iv) “Board of Directors” or “Board” means the Board of Directors of the Company.
v) “Company” means S H Kelkar and Company Limited.
vi) “Independent Director” means a director of the Company, not being a whole time director and who is neither a promoter nor belongs to the promoter group of the Company and who satisfies other criteria for independence under the Act and the Regulations.
vii) “Policy” means this Policy for Determining Material Subsidiaries.
viii) “Material Subsidiary” shall have the meaning as defined in regulation 16(1)(c) of the Regulations, as per which, it means a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.
ix) “Significant Transaction or Arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed ten percent of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted material subsidiary for the immediately preceding accounting year.
x) “Subsidiary” shall be as defined under section 2(87) of the Companies Act, 2013 and the Rules made thereunder.
xi) “Unlisted Subsidiary Company” shall mean any subsidiary of the Company which is not listed on the Stock Exchanges in India provided that where this term is defined (whether by way of definition, clarification or explanation) under the Regulations, it shall have the meaning as per such definition.

4. Policy:
In determining whether or not a subsidiary of the Company is or has become a material subsidiary, the Company shall be guided by and follow this Policy and the applicable provisions of the Regulations. Where there is a conflict between this Policy and the Regulations, the provisions of the Regulations shall prevail in making such determination.

Notwithstanding anything to the contrary that may be contained in this Policy, the provisions of this Policy shall be subject to the applicable provisions of the Regulations, as amended from time to time.

i) Review of Financial Statements:
The Audit Committee shall review the financial statements, in particular, the investments made by the Unlisted Subsidiary Company.

ii) Minutes:
The minutes of the Board Meetings of the Unlisted Subsidiary Company shall be placed at the Board Meeting of the Company on a quarterly basis.

iii) Significant Transactions and Arrangements:
The management shall on a quarterly basis, bring to the attention of the Board of Directors of the Company, a statement of all Significant Transactions and Arrangements entered into by the Unlisted Subsidiary Company.

iv) Independent Director:
At least one independent director on the board of directors of the Company shall be a director on the board of directors of an unlisted Material Subsidiary, incorporated in India.

v) Disposal of Shareholding in or Control over or Assets of a Material Subsidiary:
The Company shall seek prior approval of the shareholders by Special Resolution for the following:

a) Disposing of shares of the Company’s Material Subsidiary, which would reduce the Company’s shareholding (either on its own or together with other subsidiaries) to less than 50% or which would cease the exercise of control over the subsidiary;
b) Selling, disposing and leasing of assets amounting to more than twenty per cent of the assets of the Material Subsidiary on an aggregate basis during a financial year;
Provided however that the requirement of seeking such approval of shareholders shall not apply where any of the actions under (a) or (b) above are taken or made under a Scheme of Arrangement duly approved by a Court/Tribunal.

5. Annual Review to Determine Materiality of Subsidiaries:
For the purpose of complying with the requirements of this Policy, the Audit Committee shall review on an annual basis the criteria of materiality as per this Policy, applicable to the Company’s subsidiaries.

6. Disclosures:
The Company shall comply with such disclosure requirements relating to this Policy as may be stipulated under the Regulations, as per which, this Policy shall be uploaded on the website of the Company at www.keva.co.in and a web link thereto shall be provided in the Company’s Annual Report.

7. Review:
This Policy shall be reviewed by the Board as and when required. While doing so, the Board shall take into consideration the recommendations, if any, of the Audit Committee. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder till the time the Policy is suitably amended.

1. Introduction:
Public companies are continually required to identify the information they are required to release to the public and determine how and when to release that information. The first step in making these determinations is deciding whether the information at issue is material or not because non-material information is not required to be disclosed. Materiality should be viewed from the perspective of anyone making an "investment recommendation or decision," not merely a decision to trade securities.

The classic legal definition of materiality generally states that information is material if its disclosure would be likely to have an impact on the price of a security or if reasonable investors would want to know the information in making a decision to buy, sell, or hold the security. In other words, information is material if it would significantly alter the total mix of information currently available in the marketplace regarding the security.

Accordingly, the Board of Directors of S H Kelkar and Company Limited has adopted the following policy and procedures with regard to determination of Materiality of events or information which are required to be disclosed to the Stock Exchanges in terms of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy has been formulated in accordance with Clause (ii) of sub-regulation (4) of Regulation 30 of the said Regulations.

This Code applies to each director, officer and employee (“Official”) of the Company. All Officials are required to read, understand, adhere to and help in adherence and compliance with this Code.

2. Related policies/Code:
This Policy shall be read together with the Code of Corporate Disclosure Practices for disclosure of information about the Company to the public including fair disclosure of Unpublished Price Sensitive Information formulated and adopted by the Company to lay down the procedures and practical guidelines that would be followed by the Company for the consistent, transparent, regular and timely public disclosure and dissemination of Unpublished Price Sensitive information.

3. Objective:
a) To ensure that the Company complies with the disclosure obligations to which it is subject as a publicly-traded company as laid down by the Listing Regulations, various Securities Laws and any other legislations (In India and Overseas).
b) To ensure that the information disclosed by the Company is timely, transparent and continuous till the termination of the specific event or information.
c) To ensure that to the best of the knowledge of the Management, the corporate documents and public statements are accurate and do not contain any misrepresentation.
d) To protect the confidentiality of Material / Price sensitive information within the context of the Company’s disclosure obligations.
e) To provide a framework that supports and fosters confidence in the quality and integrity of information released by the Company.
f) To ensure uniformity in the Company’s approach to disclosures, raise awareness and reduce the risk of selective disclosures.

4. Definitions:
a) “BIFR” means Board for Industrial & Financial Reconstruction.
b) “Board of Directors” means the Board of Directors of the Company.
c) “Company” means S H Kelkar and Company Limited.
d) “Corporate Communication Section” shall mean a team comprising Chief Executive Officer, Chief Financial Officer, Head – Strategy, Vice President – Strategy and the designated Chief Investor Relations Officer.
e) “Key Managerial Personnel” means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013 and includes the officials one level below the Board.
f) “Listing Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.
g) “Policy” shall mean this Policy on the criteria for determining materiality of events or information and disclosure thereof, as amended from time to time.
h) “Promoter” shall have the same meaning as assigned in clause (za) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
i) “Stock Exchange” means a recognised stock exchange as defined under clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956.

All the Words and expressions used in this Policy, unless defined hereinafter, shall have meaning respectively assigned to them under the Listing Regulations and in the absence of its definition or explanation therein, as per the Companies Act, 2013 and the Rules, Notifications and Circulars made/issued thereunder, as amended from time to time.

5. Disclosure of Events:

A. Events which are deemed to be material events and need to be disclosed to the stock exchanges within 30 minutes of the closure of the Board Meeting:
1. a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched
2. b) any cancellation of a dividend with reasons therefor
3. c) the decision on buyback of securities
4. d) the decision with respect to fund raising proposed to be undertaken
5. e) increase in capital by issue of bonus shares through capitalization of reserves including the date on which such bonus shares shall be credited/dispatched
6. f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits which may be to subscribed to
7. g) short particulars of any other alterations of capital, including calls
8. h) financial results
9. i) decision on voluntary delisting by the Company from stock exchange(s)

B. Events which are deemed to be material events and need to be disclosed as soon as reasonably possible and not later than twenty-four (24) hours of the decision taken at the Board Meeting / occurrence of the event:
1. a) Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other restructuring
2. b) Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
3. c) Revision in credit rating(s)
4. d) Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that they impact management and control of the Company),agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof
5. e) Fraud/defaults by a Promoter or Key Managerial Personnel or by Company or arrest of Key Managerial Personnel or a Promoter
6. f) Change in Directors, Key Managerial Personnel, Auditor and Compliance Officer
7. g) Appointment or discontinuation of share transfer agent
8. h) Corporate debt restructuring
9. i) One-time settlement with a bank
10. j) Reference to BIFR and winding-up petition filed by any party /creditors
11. k) Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company
12. l) Proceedings of Annual and extraordinary general meetings of the Company
13. m) Amendments to memorandum and articles of association of Company, in brief
14. n) Schedule of Analyst or institutional investor meets and presentations on financial results made by the Company to analysts or institutional investors

The disclosure is required to be made in the following manner:
• informing the stock exchanges on which the securities of the Company are listed
• uploading on the corporate website of the Company.

Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall along with such disclosure(s) provide an explanation for the delay.

C. Other Events / Decisions considered Material in the view of Board of Directors, based on the application of the criteria for materiality as specified in Clause 6 which need to be disclosed to the stock exchanges as soon as it is possible when the necessary information is ready to be publicised:
1. a) Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division;
2. b) Change in the general character or nature of the business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-ups, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal);
3. c) Capacity addition or product launch;
4. d) Awarding, winning/ receiving, amendment or termination of awarded/won orders/ contracts not in the normal course of business;
5. e) Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in the normal course of business and revision(s) or amendment(s) or termination(s) thereof;
6. f) Disruption of operations of any one or more units or divisions of the Company due to a natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.;
7. g) Effect(s) arising out of change in the regulatory framework applicable to the Company;
8. h) Litigation(s) / dispute(s) / regulatory action(s) with their possible impact;
9. i) Fraud/defaults etc. by directors (other than key managerial personnel) or employees of Company;
10. j) Options to purchase securities including any ESOP/ESPS Scheme;
11. k) Giving of a guarantee or an indemnity or becoming a surety for any third party;
12. l) Granting, withdrawal, surrender , cancellation or suspension of key licenses or regulatory approvals;
13. m) Emergence of new technologies that is likely to affect business
14. n) Expiry of patents that is likely to affect business
15. o) Change of accounting policy that may have a significant impact on the accounts
16. p) Any other information/event/ major development that is likely to affect business which is exclusively known to the Company and which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities

6. Criteria for determination of materiality for disclosure of events / information:
Materiality of an event / information under clause 5 (C) must be subject to the following two criteria:

a) Qualitative Criteria: Where the omission of the event/ information result in discontinuity/ alteration of information already available publicly or where the omission of the event / information can lead to creation of false market in the securities of the Company or any other event / information which should be treated as being material in the opinion of the Board of Directors of the Company. (Subjective test)
b) Quantitative Criteria: Where the event results into change exceeding 10% of consolidated income, consolidated profit before tax or consolidated net worth, as may be applicable, based on the consolidated accounts of the Company as on the last date of the previous accounting year.

7. Authority to Determine Materiality of Events:
a) The following officials are jointly and severally authorized to determine whether the event / information meets the materiality criteria and timeline for disclosure thereof, without any consulting any other official (“Primary Authorized Officials”):

• Managing Director
• Chief Executive Officer
• Head of Strategy

b) The following officials are jointly and severally authorized to determine whether the event / information meets the materiality criteria and timeline for disclosure thereof after consulting the Primary Authorized Officials:

• Chief Financial Officer
• Vice President – Strategy
• Chief Investor Relations Officer

8. Disclosure of events / information on Subsidiaries:
The Managing Director, Chief Executive Officer, Head of Strategy, Chief Financial Officer, Vice President – Strategy, Chief Investor Relations Officer shall jointly and severally in consultation with the Board of Directors, disclose such events / information about its subsidiary which are considered material in nature and whose disclosure is likely to materially affect the share prices of the Company.

9. Disclosure on website:
a) As per the provisions of the Listing Regulations, the Policy shall be disclosed on the website of the Company.
b) Further, the Company shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under the Listing Regulations and such disclosures shall be made available on the website of the Company for a period of five years and thereafter as per the web archival policy of the Company.

10. Obligations of Internal Stakeholders and Authorized Officials for Disclosure: a) Determining the materiality of information is an area where judgment and experience are of great value. In addition to examining information in the context of the legal definition of materiality, one must use good judgment.
b) Any event or information, including the information forming part of Clause 4 shall be forthwith informed to the Authorized Official(s) upon occurrence, with adequate supporting data/information, to facilitate a prompt and appropriate disclosure to the stock exchanges.
c) The Authorized Official(s) will then ascertain the materiality of such event(s) or information based on the above guidelines.
d) In the event there is any question regarding the materiality of information, the information should probably be considered material and released using broad means of dissemination.
e) On completion of the assessment, the Authorized Official(s) shall, if required, make appropriate disclosure(s) to the Stock Exchanges.

11. Authorisation to suo-moto accept / deny reported event or information: The Managing Director, Chief Executive Officer, Head of Strategy, Chief Financial Officer, Vice President – Strategy and Chief Investor Relations Officer are hereby jointly and severally authorised to suo moto accept / deny any report event or information, which has been unauthorisedly made public by media or by any other means including but not limited to electronic means. They are further authorised to respond to the rumours amongst the general public, which has no basis or documentation, in a way which best protects the interests of the Company. Such action taken by the said officers shall however, be brought to the attention of the Board of Directors at its immediately subsequent meeting.

12. Review:
This policy shall be subject to review as may be deemed necessary and to comply with any regulatory amendments or statutory modifications and subject to the necessary approvals of the Board of Directors.

1. Introduction:
The Board of Directors of the Company has adopted this Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions (the “Policy”) in line with the requirements of Section 177 (iv) and 188 of the Companies Act, 2013 read with Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

All the words and expressions used in this Policy, unless defined hereafter, shall have meaning respectively assigned to them under the Listing Regulations and in the absence of its definition or explanation therein, as per the Act and the Rules, Notifications and Circulars made/issued thereunder, as amended, from time to time.

2. Objective:
This Policy is intended to ensure due and timely identification, approval, disclosure reporting and transparency of transactions between Company and any of its Related Parties in the best interest of the Company and the stakeholders and in compliance with the applicable laws and regulations, as may be amended from time to time.

3. Definitions:
i) “Act” means the Companies Act 2013 and the rules framed thereunder, including any modifications, amendments, clarifications, circulars or re-enactments thereof.
ii) “Arm’s Length” basis means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest. For determination of Arm‘s Length basis, guidance may be taken from provisions of Transfer Pricing under Income Tax Act, 1961.
iii) “Associate Company” means any other company, in which the Company has a significant influence, but which is not a subsidiary company of the Company having such influence and includes a joint venture company.
Explanation – For the purpose of this clause, “significant influence” means Control of at-least twenty percent of total share capital or of business decisions under an agreement.
iv) “Audit Committee” means the Committee of Board constituted from time to time under the provisions of Clause 49 of the Listing Agreement and Section 177 of the Act.
v) “Board of Directors” or “Board”, in relation to a Company, means the collective body of the directors of the company constituted from time to time under the provisions of the Act.
vi) “Company” means S H Kelkar and Company Limited.
vii) “Key Managerial Personnel”, in relation to a company, means:

a) the Chief Executive Officer or the Managing Director or the Manager;
b) the Whole-Time Director;
c) the Chief Financial Officer
d) the Company Secretary; and
e) such other officer as may be prescribed.
The above definition is an exhaustive definition but point number (e) gives the power to the legislature to include some other personnel also within the definition of Key Managerial Personnel as may be deemed fit by them from time to time.

viii) “Material Related Party Transaction” a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.

ix) “Related Party” means a person or an entity:

a) which is related party under section 2(76) of the Companies Act 2013; or
b) which is a related party under the applicable accounting standards.

Related party under section 2(76) of the Companies Act 2013 and rules made thereunder are as follows:
1. a) director or his relative;
2. b) a key managerial personnel or his relative;
3. c) a firm, in which a director, manager or his relative is a partner;
4. d) a private company in which a director or manager or his relative is a member or director;
5. e) a public company in which a director or manager is a director or holds along with his relatives, more than 2% of its paid-up share capital;
6. f) anybody corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;
7. g) any person on whose advice, directions or instructions a director or manager is accustomed to act; Provided that nothing in sub-clauses (f) and (g) shall apply to the advice, directions or instructions given in a professional capacity;
8. h) any company which is— (i) a holding, subsidiary or an associate company of such company; or (ii) a subsidiary of a holding company to which it is also a subsidiary;
9. i) such other persons as may be prescribed

Related party as per Accounting Standard 18:
1. a) Enterprises that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the reporting enterprise (this includes holding companies, subsidiaries and fellow subsidiaries);
2. b) Associates and joint ventures of the reporting enterprise and the investing party or venturer in respect of which the reporting enterprise is an associate or a joint venture;
3. c) Individuals owning, directly or indirectly, an interest in the voting power of the reporting enterprise that gives them control or significant influence over the enterprise, and relatives of any such individual;
4. d) Key management personnel and relatives of such personnel; and
5. e) Enterprises over which any person described in (c) or (d) is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise.

x) “Related Party Transaction” means any transaction between the Company and any Related Party for transfer of resources, services or obligations, regardless of whether a price is charged.

xi) “Relative” means a relative as defined under the Companies Act, 2013 and includes anyone who is related in any of the following manner –
1. a) Members of a Hindu undivided family;
2. b) Husband or wife;
3. c) Father (including step-father);
4. d) Mother (including step-mother);
5. e) Son (including step-son);
6. f) Son‘s wife;
7. g) Daughter;
8. h) Daughter‘s husband;
9. i) Brother (including step-brother); or
10. j) Sister (including step-sister).

xii) “Transaction” with a related party shall be construed to include a single transaction or a group of transactions.
xiii) The terms Director, Chief Financial Officer, Company Secretary, shall have the same meaning as assigned under the Act.

4. Identification of related party transactions/potential related party transactions:
i) It shall be the responsibility of all directors and key managerial personnel and senior management to bring to the attention of the Audit Committee/ Board, as the case may be, any related party transaction/ potential related party transaction.
ii) The intimation that a transaction is, or may be regarded as a related party transaction, should be sent as early as is practicable to ensure that the same is placed before the Audit Committee/ Board, as the case may be, at the earliest possible meeting.

5. Factors to be considered by the Board/Audit Committee in approving a related party transaction:
While considering any related party transaction, the Board/Audit Committee will take into account all relevant facts and circumstances:
i) Whether the terms of the Related Party Transaction are in the ordinary course of the Company‘s business and are on an arm‘s length basis;
ii) The business reasons for the Company to enter into the Related Party Transaction and the nature of alternative transactions, if any;
iii) Whether the Related Party Transaction includes any potential reputational risks that may arise as a result of or in connection with the proposed Transaction;
iv) Whether the Related Party Transaction would affect the independence or present a conflict of interest for any Director or Key Managerial Personnel of the Company.
v) Subsequent events (i.e. events after the initial transactions have commenced) like evolving business strategies / short term commercial decisions to improve / sustain market share, changing market dynamics, local competitive scenario, economic / regulatory conditions affecting the global / domestic industry, the benefits to the Company and to the Related Party and any other relevant matters.
vi) While determining the materiality of a related party transaction, regard shall be had to the applicable provisions of law.

6. Approval of Related Party Transactions:

A) By the Audit Committee:
1. i) All related party transactions, except those with any wholly owned subsidiary whose accounts are consolidated with that of the Company and are placed before the shareholders at the general meeting for approval, shall require prior approval of the Audit Committee, whether at a meeting or by way of a circular resolution.
2. ii) The Audit Committee may grant omnibus approval for related party transactions proposed to be entered into by the Company, except those with any wholly owned subsidiary whose accounts are consolidated with that of the Company and are placed before the shareholders at the general meeting for approval, subject to the conditions stated in the Listing Regulations.
3. iii) Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.
4. iv) The Audit Committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the listed entity pursuant to each of the omnibus approvals given.

B) By the Board of Directors:
1. i) Transactions with the related parties which are either not in the ordinary course of business or are not at Arm’s Length basis shall require prior approval of the Board.
2. ii) Disclosure of interest by a director is required pursuant to Section 184 of the Companies Act, 2013.

C) By the Shareholders:
1. i) All Material Related Party Transactions, except those with any wholly owned subsidiary whose accounts are consolidated with that of the Company and are placed before the shareholders at the general meeting for approval, shall require approval of the shareholders through ordinary resolution and all related parties shall abstain from voting on such resolutions whether the entity is a related party to the particular transaction or not.
2. ii) Transactions with Related Parties, other than Material Related Party Transactions and/or transactions with any wholly owned subsidiary whose accounts are consolidated with that of the Company and are placed before the shareholders at the general meeting for approval, which are either not in the ordinary course of business or are not at Arm’s Length basis and exceed the threshold prescribed under Section 188 of the Act and the Rules framed thereunder, amended from time to time, shall also require prior approval of the shareholders through ordinary resolution and the related parties shall abstain from voting on such resolutions.

D) Exceptional cases:
i) In exceptional cases where a prior approval is not taken due to an inadvertent omission or unforeseen circumstances, such transactions will be placed as promptly as practicable before the Committee/Board/ Shareholders as may be required in accordance with this Policy for review and ratification.
ii) The Audit Committee/Board/Shareholders will consider all relevant facts and circumstances respecting such transaction and will evaluate all options available to the Company, including but not limited to ratification, revision, or termination of such transaction, and the Company will take such action as the Audit Committee deems appropriate under the circumstances. In case a related party transaction has consummated but the approval of the Audit Committee/Board/Shareholders has not taken either within 3 months from the date of contract, the contract will be voidable at the option of the Board.

7. Disclosure:
i) The Policy shall be disclosed on the website of the Company and a web link of the same will be provided in the Annual Report.
ii) Related Party Transactions entered into by the Company will be referred to in the Board‘s report to the shareholders. The Chief Financial Officer will be, responsible for such disclosure.
iii) The Company shall make disclosures in compliance with the Accounting Standard on Related Party Disclosures.
iv) The Company Secretary will also make necessary entries in the Register of Contracts required to be maintained under the Companies Act, 2013.
v) Materially significant related party transactions that may have potential conflict with the interests of Company at large, shall be disclosed in the Corporate Governance Report of the Annual Report.
vi) Disclosure by interested directors shall have same meaning as given in Section 184 of the Companies Act, 2013- every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into:

a) with a body corporate in which such director or such director in association with any other director, holds more than 2% shareholding of that body corporate, or
b) with a body corporate in which such director is a promoter, manager, Chief Executive Officer of that body corporate; or
c) with a firm or other entity in which, such director is a partner, owner or member, as the case may be;

will disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed.
Where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.

vii) Such further disclosure of the related party transactions shall be made as may be prescribed by the Act or the Listing Regulations or any other regulatory authority or statute from time to time in such format as may be prescribed.

8. Policy Ownership:
The policy awareness and maintenance ownership will rest with the Chief Financial Officer with oversight by the Audit Committee.

9. Review:
This Policy shall be reviewed by the Board as and when required. While doing so, the Board shall take into consideration the recommendations, if any, of the Audit Committee. In case of any amendment(s), clarification(s), circular(s) etc. issued in relation to the Companies Act, 2013 or the Listing Regulations, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder till the time the Policy is suitably amended.

We at Keva are committed towards occupational health, safety and environment protection, which forms an integral part of our responsibility and social commitment towards sustainability.

We shall achieve this by

The EHS policy, objectives, significant aspects, risk levels & performance will be reviewed periodically and will be communicated to both internal and external stake holders as the need may be.

a) Commitment to environment, health, safety and security aspects, starting from design, technology, procurement, hiring of people, training, operation of our facilities and the management of our global distribution network.
b) Imparting proper training to all our employees, associated parties and our service providers to avoid any adverse impact to EHS.
c) Continuously improving our operations to achieve excellence in the field of EHS by complying to the applicable legal statutes and other requirements by investment in advanced technology,
d) Conducting proactive risk assessment by involving employees, conducting periodic audits, using hazard identification techniques and implementation of necessary corrective and preventive actions.
e) Making necessary arrangements for information on training conducted for employees, visitors, stake holders and other associated parties in the field of EHS, as & when required.

What Are Management's Responsibilities?

Reporting Concerns

Compliance Officer

Confidentiality

Disciplinary Action

Non-Retaliation

Corrupt Practices and Bribery

WHAT IS EXPECTED OF YOU?

Gifts

WHAT IS EXPECTED OF YOU?

Entertainment and Hospitality

WHAT IS EXPECTED OF YOU?

Travel and Lodging

WHAT IS EXPECTED OF YOU?

Charitable Donations

WHAT IS EXPECTED OF YOU?

Political Contributions and Activity

WHAT IS EXPECTED OF YOU?

Relationships with Third Parties

WHAT IS EXPECTED OF YOU?

Employment/Internships

Record Keeping

Internal Reporting of Corrupt Practices

Glossary of Terms Referred in The Policy

Anything of Value

Government Official

Group CEO

Group CFO

Payments

Policy

Keva

Standards

Third Party

DEFINITIONS

SCOPE

GUIDING PRINCIPLES

ANONYMOUS ALLEGATION

PROTECTION TO WHISTLEBLOWER

ACCOUNTABILITIES – WHISTLEBLOWERS

ACCOUNTABILITIES – WHISTLE OFFICER AND INVESTIGATORS

RIGHTS OF A SUBJECT

PROCEDURE FOR REPORTING AND DEALING WITH DISCLOSURES

How should a Protected Disclosure be reported and to whom?

Is there any specific format for submitting the Protected Disclosure?

What will happen after the Protected Disclosure is reported?

RETALIATORY ACTION

ACCESS TO REPORTS AND DOCUMENTS

RETENTION OF DOCUMENTS

REPORTS

BOARD'S POWERS

4. Policy Statement / Vision:

5. Scope:

6. Definitions:

7. Governance -

Composition of CSR Committee of the Board:

CSR Steering Committee:

Roles and Responsibilities:

8. CSR Expenditure:

9. CSR Programs/ Projects:

10. Monitoring, Review and Evaluation

11. CSR Reporting:

12. Criteria for identifying Non-Governmental Organizations (NGOs):

3. Applicability:

4. Definition of Sexual Harassment and Work place:

5. Constituents of Sexual Harassment:

6. Redressal System

7. The Three Steps to Approach to Deal with Harassment:

8. The Complaints Procedure:

9. Role of the Committees in carrying on complaint investigation:

10. Disciplinary Action

11. False or Malicious Complaint and False evidence

12. The General Safeguards:

13. Retaliation against upright employees:

14. Awareness:

4. Code of Conduct for Independent Directors:

A) Professional Conduct:

B) Role and Functions:

C) Duties:

5. Annual compliance reporting: